The Weir Group PLC. Our Code of Conduct. Second Edition January 2014

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1 The Weir Group PLC Our Code of Conduct Second Edition January 2014

2 CONTENTS Section 1: Introducing the Weir Code of Conduct Introduction from the CEO 1 Key Messages 2 What is a Code of Conduct? 3 Definitions Used in This Code of Conduct 4 The Weir Values 5 Who Our Code of Conduct Applies To 5 Responsibilities of Managers and Supervisors 6 How to Raise a Concern or Ask a Question 7 Section 2: Integrity in Our Business Fraud, Deception and Dishonesty 8 Anti-bribery and Corruption 9 Gifts and Hospitality 10 Facilitation Payments 11 Conflicts of Interest and Personal Relationships in the Workplace 12 Competition and Anti-trust Law 13 Insider Trading 15 Import, Export and Trade Controls 16 Integrity in Dealing with Our Customers, Suppliers and Partners 17 Integrity in Dealing with Our Agents and Others Acting on Our Behalf 18 Section 3: Respecting Our Working Relationships Developing Our People 22 Equality, Diversity and Inclusion 23 Harassment, Bullying and Discrimination 24 Human Rights Principles 25 Section 4: Respecting Our Place in the World Health and Safety 27 Respecting the Environment 28 Respecting Communities 29 Section 5: Integrity in the Workplace Use of Company Property and Resources 30 Use of Company Systems and Information Technology 31 Confidential Information 33 Financial Records, Controls and Reporting 34 Personal Information 35 Company Communications and Disclosures 36 Section 6: Training in the Code of Conduct On-going Training in the Code of Conduct 40

3 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 INTRODUCING THE WEIR CODE OF CONDUCT Driving Growth the Weir Way is our objective and a critical feature of the Weir Way is our commitment to doing business at all times in an ethical and transparent manner doing it right. I have no interest in the Group achieving growth through any other means and expect all employees to maintain the highest standards of integrity consistent with our Code of Conduct. This Code of Conduct provides a clear framework on which to base decision-making and provides details of what is expected from each of us to maintain the Group s high standards. It has now been revised as of January 2014 to reflect developments in a number of areas both externally, and within the Group, since it was first introduced in January In particular, these changes address developments in the areas of Anti-Bribery and Corruption and in relation to Competition (Anti-trust) Law. I encourage you to study it closely and to live by its principles as we each go about our daily business. It should also be read alongside our recently refreshed Weir Values and Behaviours which also strongly influence how we should conduct ourselves. The Weir Group has a clearly defined strategy to build market presence and deliver outstanding products and services to the minerals, oil and gas, and power and industrial sectors from a platform of operational excellence and customer focus. This is underpinned by our continuing commitment to operating disciplines throughout the business and to the development of all employees. Anyone found in breach of this Code of Conduct may be liable to disciplinary action up to and including termination of employment or cancellation of contract at the company s discretion. In addition, breaches may involve serious consequences under applicable laws, potentially including personal fines and imprisonment. I encourage you to refer to the Code regularly and to challenge and report any behaviour that you believe to be inconsistent with this Code. There are a number of avenues described in the Code, including our Ethics Hotline, which are available for advice or to report any concerns or apparent breaches of the Code. You should also, if appropriate, consider reporting any concerns directly to your line manager. You have our commitment that any threats or acts of retaliation against you for reporting unethical or illegal conduct will not be tolerated. I want to stress how important it is that we report any breaches we encounter so that we can address them properly and help ensure that we are all operating in accordance with the ethical standards by which I am confident we all want to conduct ourselves. Keith Cochrane Chief Executive January 2014 The Weir Group PLC Our Code of Conduct 1

4 Section 1: Introducing the Weir Code of Conduct KEY MESSAGES Sometimes you know it s the right thing to do and sometimes there is an element of doubt. Just remember the following key messages: We will comply with all applicable laws. If you are unsure then ask yourself Is it legal? Does it comply with the Code of Conduct? The Code applies not only to employees but also, to the extent permissible, to all our stakeholders (including third parties) with whom we are engaged. We will never act dishonestly. We will never offer, pay, solicit, or accept bribes or, except where we generally believe our personal safety would otherwise be at risk, make facilitation payments. Bribes and excessive entertainment are illegal no matter what the local custom may be. We want a working environment where all employees feel respected. We will respect the human rights of everyone working for us or with us. Health, safety and protecting the environment is critical to us all. We respect and support the communities we operate in. We will never make any corporate political donations or contributions. Anyone found in breach of this Code of Conduct may be subject to disciplinary action up to and including termination of employment or cancellation of contract at the company s discretion. In addition, breaches may involve serious consequences under applicable laws, including personal fines, criminal prosecution and imprisonment. 2 The Weir Group PLC Our Code of Conduct

5 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 WHAT IS A CODE OF CONDUCT? Our Code of Conduct ( the Code ) has three main purposes: To set out clearly the behaviour we expect from all employees To provide guidelines to help you apply our values To enable you to raise a concern or ask a question if you are in any doubt The Code cannot address every situation you may face. If you are unsure then ask yourself these questions: Is it legal? Does it comply with our Code of Conduct? Am I setting a good example? Would I be comfortable reading about it in the media? If you still have doubts you should seek advice from one of the following: Your immediate manager. Your Human Resource Manager. Your operating company Managing or Finance Director. Weir Legal. The Group Company Secretary. Your regional Managing or Finance Director. Your Divisional Managing or Finance Director. The Weir Group PLC Our Code of Conduct 3

6 Section 1: Introducing the Weir Code of Conduct DEFINITIONS USED IN THIS CODE OF CONDUCT Board Code or Code of Conduct Company Group, Weir or Weir Group HR Our or We Subsidiary Third Party (-ies) Us Weir Group Policies Weir Legal the Board of Directors of The Weir Group PLC or of any subsidiary the Code of Conduct of The Weir Group PLC any company within The Weir Group PLC The Weir Group PLC together with its subsidiaries the Human Resources Department of The Weir Group PLC refers to The Weir Group PLC an entity which is controlled, either directly or indirectly, by The Weir Group PLC and subsidiaries shall be construed accordingly refers to Weir s customers, sub-contractors, agents, suppliers and joint venture and strategic alliance partners everyone who is employed within The Weir Group PLC the approved and published policies of The Weir Group PLC from time to time the Legal Department of The Weir Group PLC 4 The Weir Group PLC Our Code of Conduct

7 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 THE WEIR VALUES OUR VALUES. MY BEHAVIOURS. THE WEIR WAY. We share the same core values. We each take personal responsibility for promoting our values through our behaviours, every day. This is The Weir Way : Our Values My Behaviours We value, support and care for our colleagues working towards a common purpose. I take action to ensure the safety and wellbeing of myself and others. I build lasting, collaborative relationships. I actively share knowledge and insights to support learning. I contribute effectively beyond my team and business area. We act with integrity and are accountable to ourselves I am honest with myself and others. and others. I make and keep realistic promises to customers, colleagues and partners. I challenge actions that are inconsistent with our values. I value diversity and show respect to everyone. We strive to make our customers successful. I invest time in understanding my customers needs. I persevere to overcome challenges. I deliver the best solutions for my customers. I proactively share insight with my customers and partners. We explore ideas and possibilities to deliver I explore and create new ideas that add value. innovative solutions. I seek to discover innovative solutions that meet customer needs. I encourage, support and build upon others ideas. I simplify complexity to aid decision making. We are committed to quality in all that we do. I set high standards for myself and others. I am rigorous and pay attention to detail. I continuously learn and improve. I take the necessary action to fix things that I know are not right. WHO OUR CODE OF CONDUCT APPLIES TO Our Code of Conduct applies to all of us and to the Third Parties we deal with. Our Code of Conduct applies to all Weir companies and to everyone who is employed by the Weir Group, which includes our subsidiaries and joint ventures in which we have a majority or controlling interest. All of us, wherever we work, must comply with the laws of the country we operate in, and behave ethically in dealing with fellow employees, customers, suppliers, contractors, stakeholders and competitors, wherever they are located. The Weir Group is also committed to working only with Third Parties, whose business ethics and behaviour are consistent with our own Code of Conduct. We must follow the guidance given in our Code of Conduct and the Weir Group policies in the way we work. We will strive to make sure we only have business relationships with third parties who are committed to applying similar standards. If we believe that they do not have those same high standards, we must either stop working with them or consult our immediate manager for advice, depending on the circumstances. The Weir Group PLC Our Code of Conduct 5

8 Section 1: Introducing the Weir Code of Conduct RESPONSIBILITIES OF MANAGERS AND SUPERVISORS Weir managers and supervisors have extra responsibilities under the Code of Conduct. s Those who manage or supervise other employees have additional responsibilities under this Code. These include: Providing copies of the Code to employees, and explaining and helping employees understand the Code; Providing guidance to those they manage or supervise on how they can meet the Code s requirements; Promoting the standards within the Code by setting a personal example and highlighting the importance of acting in accordance with the Code in how they conduct their day-to-day activities or speak about ethical issues; Ensuring employees receive training and guidance on ethical issues; Monitoring compliance of the Code by employees they manage or supervise; Ensuring that third parties with whom we engage are aware of and comply with these policies and standards as appropriate; and Ensuring that we support people who raise ethical issues or concerns. Managers are responsible for understanding the Code of Conduct and other company policies and acting in line with them. They also have an important role in making sure that their teams are familiar with the Code and policies and understand when and how they apply in their day-to-day work. They are also expected to be good role models by demonstrating the best behaviours and principles described in the Code. 6 The Weir Group PLC Our Code of Conduct

9 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 HOW TO RAISE A CONCERN OR ASK A QUESTION Reporting Unethical Behaviour If you believe you have experienced or witnessed unethical behaviour at Weir you have a responsibility to do something about it and you are expected to do so. Weir wants to assure you that you can raise a concern in a secure and confidential way. Such concerns will be properly addressed and investigated. You should not be concerned that there will be any adverse consequences for you personally simply for having reported a genuine concern. Employees should start by addressing it with your manager or supervisor. If that is not appropriate, or is for some reason unsatisfactory, you can contact your human resources manager, your managing director, or a member of Weir Legal. If you do not feel comfortable raising your question or concern through any of the above channels, employees as well as third parties can contact the Ethics Hotline. Freephone (toll-free) telephone numbers are widely publicised in all our companies. You can also access this service via our Global Intranet, or directly via You can also use any of these channels if you have a question about any aspect of this Code or any supporting policies. Using the Ethics Hotline What will happen when I ring the Ethics Hotline? You will be helped and advised wherever you are. We have engaged a company that specialises in operating confidential telephone reporting systems, to provide an independent service. A trained member of its team will answer your call and listen to your query or concern. Do I have to give my name? If you wish to make an anonymous call you are entirely free to do so. However, it may make it more difficult to investigate your concern or if we need to talk to you again to obtain further details. If you do give your contact details this may be recorded in a database. You have the right to access any personal submitted by you in relation to making your call that is kept or processed by us or by the independent organisation which manages the Ethics Hotline. Can I find out what is happening about my concern? Yes, you will be given a call reference number so that you can contact the hotline to find out what is being done. You can be updated where possible and it is appropriate to do so. You can also be advised when the issue has been resolved, although it may not be possible to provide you with any details due to privacy regulations or other legal restrictions in certain territories. Do I have to be absolutely sure that there is a problem? No. If you have a real and honest concern that the law or our Code are being, or have been, disregarded then you should report it. If it turns out that your concerns, reported in good faith, were unfounded or mistaken, you will not be penalised in any way. How can I be sure I won t be penalised? We are fully committed to protecting the rights of those individuals who report issues in good faith and to maintaining the independence, impartiality and confidentiality of the reporting and hotline process. It is vitally important to Weir that the integrity of the Ethics Hotline is maintained and continually preserved. Retaliation against an employee for reporting an issue in good faith is in itself a violation of our Code. Anyone who tries to undermine our commitment can expect to be disciplined. In addition, you may have protection under the laws of the country in which you work. If you know or suspect that retaliation has occurred or is occurring, you should report it. Who at Weir will know about my call or ? Your details will be known only to those people specifically involved in investigating your concerns and to the case management team to which the investigators report. Any report that you make will not be sent to anyone that you have indicated may be implicated. The Weir Group PLC Our Code of Conduct 7

10 Section 2 INTEGRITY IN OUR BUSINESS FRAUD, DECEPTION AND DISHONESTY Any fraud or dishonesty, irrespective of size, could harm our reputation. We will act with integrity and engage in business with honesty. We will do our utmost to protect the Weir Group from fraud or dishonesty at all times. Fraud can mean a number of things, but typically means deceiving others, acting dishonestly or abusing your position to get some advantage. Fraud is usually carried out for profit or to wrongfully obtain money, goods or services. It is against the law in most countries and in some, like the UK and the USA, it is a criminal offence and could lead to imprisonment. We will not gain any advantage for ourselves, others or the Weir Group by acting fraudulently or deceiving others. We will be alert to the possibility of fraud or dishonesty in our day-to-day work. Make false expenses claims, or claim for any expenses that were not incurred for company business; Approve someone else s expenses or charge them to a customer if we believe they are false claims or are expenses not related to Weir s business; Ignore activities that we think might involve fraud, money laundering or deception; or Use the Weir Group s money or resources for something improper or not legitimately connected to our business. Act honestly, fairly and openly; Make sure that the company s books and records are accurate, truthful and complete; Make sure that other documents, such as customer and our invoices, are accurate, complete and comply with contract terms; and Check or challenge anything that does not look or feel right. Examples Q. A. Q. A. I entertained a customer to dinner but also invited a friend and his wife charging the whole cost to customer entertainment. Is this allowed? No. It is fraudulent to submit an expense claim when it is not wholly for business purposes. A colleague spent most of the afternoon out of the office on personal business but still charged the time to a customer job number on his timesheet. He said that it was okay because he frequently does extra work on jobs which he does not charge on his timesheet. Is this allowed? No. Timesheets form the basis of the costs we charge the customer so it is vital that all timesheets give a true and accurate representation of the time spent working on that job. Your colleague has potentially committed a timesheet fraud and the issue must be raised with him and his manager. Which documents provide more? Group Finance Manual Credit Card and Cash Advance Policy UK Expenses and Benefits Manual or local equivalents thereof where applicable Anti-Bribery and Corruption Policy Local operating company policies Your direct line supervisor or manager Your operating company Managing or Finance Director Group Financial Controller Weir Legal 8 The Weir Group PLC Our Code of Conduct

11 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 ANTI-BRIBERY AND CORRUPTION Bribery or corruption is always wrong and could damage our business and our reputation for a long time. We will never offer, pay, solicit or accept bribes or facilitation payments (except where our personal safety may otherwise be at risk) in any form, either directly or indirectly. We will not participate in any kind of corrupt activity, either directly or through any third party. Bribery is offering, providing or receiving something of value, including cash, gifts, hospitality or entertainment, to persuade someone to do something or as a reward for something improper. Any demand for, or offer of, a bribe in whatever form to any Weir employee must be rejected and reported immediately to line management. Corruption includes any of these activities: bribery, extortion, fraud, deception, collusion, involvement in a cartel, abuse of power, embezzlement or money laundering. We will not take part in any of these activities or allow others to do so on behalf of the Weir Group. Examples We are awaiting tenders for a substantial contract and one of the vendors has invited Q. me to an all expenses paid weekend at a five star golf resort. Should I accept? No. This is unacceptable at any time and in particular you must never allow yourself to A. be unduly influenced, or create a perception of undue influence, during any contract negotiations. A customer has indicated that we will be awarded a contract providing a sub-contract Q. element is given to his brother-in-law s company. Is this acceptable? No. All business must be carried out ethically and fairly to safeguard our reputation. A. We will not choose business partners or agents who contravene these commitments. We will take great care in selecting the people and parties with whom we work. We will not give, receive, ask for or permit anyone else to give bribes or any corrupt activities to win new business, retain existing business, or further Weir s interests. Pay more than a fair market price for goods and services. Take part in any form of corrupt behaviour. Hide or fail to record properly our activities, or falsify any company records or accounts. Check that fees paid for services from third parties, including agents, advisors and consultants, are for legitimate business purposes and are consistent with the services provided. Understand and follow all the applicable bribery and corruption laws that apply in the country where we are doing business (including the United Kingdom Bribery Act 2010 which applies to the entirety of the Weir Group and which can lead to the imposition of severe sanctions against both individuals and the Group). Report any attempts to bribe us or to ask for bribes from us and any suspicions of bribery or corrupt behaviour to our Managing Director, Human Resources Department or Weir Legal or through the Ethics Hotline. Which documents provide more? Anti-Bribery and Corruption Policy Gifts Policy Hospitality Policy Commercial Agents Manual Your operating company Managing or Finance Director Weir Legal The Weir Group PLC Our Code of Conduct 9

12 Section 2: Integrity in Our Business GIFTS AND HOSPITALITY All gifts or hospitality must be reasonable. We only give or receive gifts or hospitality for business if they are reasonable. We never offer or accept them if they could influence a business decision improperly. We will only give or accept gifts and hospitality that are for business purposes and are proportionate, and are not material or frequent. We will only accept gifts or hospitality that fall within the guidelines set out in the policies listed at the end of this section. Subject to the de minimis exemptions set out in the Gifts Policy and the Hospitality Policy, we will obtain pre-approval of all gifts and hospitality given or received via the online Gifts & Hospitality Register on the Weir Global Intranet. Bribes and excessive hospitality, whether they are provided to or received from public officials or private individuals, are against the law and against our Code of Conduct, no matter what local custom may be. It is acknowledged that giving and receiving gifts and hospitality is part of the relationship building with third parties but common sense and good judgement must be used at all times. Charitable donations and sponsorship should be pre-approved using the Gifts & Hospitality Register as these could also give rise to similar issues of exerting improper influence. Make Any Corporate Political Donations or Contributions The offering of gifts and hospitality (G&H), including travel-related expenses, for government officials creates special concerns. Some countries have very strict limitations on the value and nature of gifts and hospitality their officials can accept. G&H that are acceptable between private business partners may be unacceptable between a business and an official. Employees of state owned companies are treated as governmental officials for these purposes. In addition, third party behaviour can result in liability for you and Weir if you fail to conduct appropriate due diligence on third parties who deal with government officials on Weir s behalf, or if you disregard the results of such due diligence. In particular you must have explicit permission to offer any G&H, other than for a trivial amount such as a cup of coffee, to government officials. Equally, you must not offer G&H to the spouses, family members or guests of a government official. You must not pay for non-business travel and hospitality for any government official. You must comply with all applicable laws and with Weir s procedures regarding G&H to government officials. Accept any gifts or hospitality that could affect our judgement or independence, or could be interpreted in that way. Make or offer any gifts or give any hospitality or provide sponsorship or make any charitable donation that could affect the judgement or independence of others, or could be interpreted that way. Accept or offer gifts or entertainment during the process of a competitive bid or tender exercise which could have, or which could be viewed as having, an influence on the outcome of such competitive bid or tender. Any high level normal business contact with major customers or suppliers should be reviewed to ensure that no perception of undue influence with regard to a specific bid or tender exercise could arise as a result of such contact. Make sure we understand and follow the Policies and local rules on gifts and hospitality that apply in the country where we are doing business. Make sure that those reporting to us understand the Policies listed at the end of this section, report any gift or hospitality or sponsorship or charitable donation that we are aware of and believe is against the Code of Conduct, either to our local manager or to the Ethics Hotline. Talk to our manager or operating company Managing or Finance Director if we are unsure whether we have or could appear to have transgressed our gifts and hospitality Policies. Examples A supplier has sent me as a gift a very expensive specially bottled 50 year old Q. single malt whisky. Should I accept? No. The gift must be returned to the supplier with an explanation that to accept it would A. be contrary to our Code of Conduct. A Government Minister of a country in which Weir is establishing a new presence has Q. suggested that, as part of Weir s community contribution, it would be good if the company was to make a charitable donation to a school for blind children which is located in his home town and of which his wife is the Director. Is this donation acceptable? No. This could be construed as benefitting the Minister and his family even though A. it is described as a charitable donation. Members of the families of government officials are subject to the same restrictions as government officials themselves. 10 The Weir Group PLC Our Code of Conduct

13 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 FACILITATION PAYMENTS Unless our personal safety is at risk, we do not pay grease payments, even if everyone else does. We will not make facilitation payments in any country, or allow anyone else to make facilitation payments on our behalf. Facilitation payments Also known as grease payments, are payments of, usually, relatively small sums of money to a public official (or other person) as a way of ensuring that they perform their duty, either more promptly or at all. Legitimate fees There may be legitimate, published fees payable for a faster service from government, such as a payment to get a visa or a new passport more quickly from a consulate. These are not facilitation payments and are allowable. A facilitation payment is considered by Weir to be the same as a bribe, whether or not it is considered to be normal practice in the country we are operating in, and we do not make these payments. Where you are being coerced to make a facilitation payment and you genuinely fear for your safety then, in these exceptional circumstances, you should make the payment to ensure your safety. As soon as possible thereafter you must advise your Managing Director and a member of Weir Legal so that the payment can be properly recorded. Make improper payments to any government officials to get things to happen or to happen a bit quicker. Allow anyone else, either within Weir or a third party, to make those payments to any government official on our behalf. Make it clear to third parties that employees of the Weir Group never make facilitation payments. Talk to our manager or Finance Director if we are unsure of how to deal with a situation where a facilitation payment is being requested. Talk immediately to our manager or operating company Finance Director or to Weir Legal if you genuinely fear for your safety if you do not make a facilitation payment. In these exceptional circumstances, you should make the payment to ensure your safety. As soon as possible thereafter you must advise your Managing Director and Weir Legal so that the payment can be properly recorded. Record clearly any legitimate payments to government officials or departments (such as official passport fast track processing fees), where there is a business need and the payment is legal, open and transparent. Obtain a receipt and make sure the expense is correctly recorded in our financial records. Examples Q. A. Q. A. We have submitted a planning application for a site extension overseas. Our local manager has advised that in order to avoid any delay a small payment is required to obtain approval. We are told that this is common practice. Is it okay to make the payment? No, you must not make any payments, or allow anyone else to do so, on our behalf. Your local Managing Director will decide how to best present, in the formal application, the benefits of such a development. While looking to leave an overseas country a demand for a cash payment has been made by a local official who is armed. He is aggressive and threatening and has indicated that I may be detained if I do not make a payment. What should I do? Where you genuinely feel threatened and/or intimidated you should make the payment and advise your Managing Director and a member of Weir Legal immediately on your return and also ensure that the making of the payment is properly recorded in accordance with the Anti-Bribery and Corruption Policy. Which documents provide more? Gifts Policy Hospitality Policy Anti-Bribery and Corruption Policy Your operating company Managing or Finance Director Your Human Resources department Head of Internal Audit Weir Legal The Weir Group PLC Our Code of Conduct 11

14 Section 2: Integrity in Our Business CONFLICTS OF INTEREST AND PERSONAL RELATIONSHIPS IN THE WORKPLACE Could it put you in an awkward position? Avoid doing it, or seek advice quickly to address or disclose the situation. We avoid situations that could give rise to actual or perceived conflicts between our own interests and the Weir Group s best interests. If such situations do occur, we always disclose these in writing to the relevant manager and address openly the consequences of our involvement. Conflicts of interest arise if we or members of our families have personal business commitments, financial interests or other jobs which do or might conflict with the Weir Group s business and we find ourselves compromised. Employment outside the Weir Group We may not be employed by another employer if this would not give us enough time to complete our contractual duties for Weir. In addition, Weir Group employees must not be employed or have any personal business commitments (such as directorships or consultancy roles) in any businesses which are the same as or similar to the businesses operated by the Weir Group or that do business with the Weir Group. Financial interests We will have no financial interests that might conflict with the interests of the Weir Group, or could appear to others to conflict, unless we have obtained written approval beforehand from our operating company Managing Director. We are alert to the dangers of and avoid involving ourselves in anything that could produce a conflict between our own interests and the interests of the Group. In the rare occasion that this may occur, we undertake to perform any necessary steps to remove and openly address any existing or potential conflict. Have another job that means we cannot perform our contractual commitment to the Weir Group. Have another job or personal commitments in the same sector as a Weir Group company while we are contractually bound to Weir. Take advantage of our knowledge, contacts, and position within Weir to make personal gain outside our contracted rewards and benefits, or to benefit a personal relation, directly or indirectly. Allow any familial or close personal relationships (which could give rise to a conflict) in the workplace or related business to go undisclosed. Avoid involvement in any contracts or business dealings between the Weir Group and a family member or friend or a business they own or work in or by seeking to employ any family member or friend. We inform our manager or supervisor of any such relevant personal relations in writing and we do not take any part in the related decision-making process. Obtain written approval from our operating company Managing Director to serve as an officer or director of another business. (This will usually be given for service as a director or trustee of a not-for-profit organisation, charity or family company, unless it is a potential supplier, customer or competitor of the Weir Group). Are diligent with our own personal investments or business interests or those of family members or friends to ensure that there is no conflict or perception of potential conflict with the interests of the Weir Group or its customers or suppliers. Generally investments held in shares of publicly traded entities will not be deemed to give rise to a conflict unless they were acquired on the basis of inside. Disclose and discuss with our manager or operating company Managing or Finance Director if we perceive any possible conflict of interest in our business or in any intimate personal relationship in the workplace. Accept and cooperate with agreed solutions to stop or prevent conflicts from occurring. Example Q. A. I have been approached by a friend whose son is about to graduate about job opportunities in Weir. He believes I could use my position in the company to give his son a head start in the recruitment process. Is it okay to do this? No. You must advise him to apply to the relevant department of the company. You must ensure that you are not involved in the recruitment of that individual as it would be a conflict of interest and follow the process set out in the Conflicts of Interest Policy. You can give him the details of the person or department to apply to. Which documents provide more? Conflicts of Interest Policy Your operating company Managing or Finance Director Your Human Resources department Weir Legal 12 The Weir Group PLC Our Code of Conduct

15 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 COMPETITION AND ANTI-TRUST LAW We only compete fairly in business it is the only way to act. We act in a way that ensures open and fair competition and we do not obtain unfair competitive advantage. Competition (anti-trust) law protects free enterprise and prohibits behaviour that limits trade or that restricts fair competition. These laws apply to every level of business. They combat illegal practices like price-fixing, marketsharing or bid-rigging conspiracies, or behaviours that aim to achieve or maintain a monopoly. Weir does not tolerate violation of competition or anti-trust laws. We do not personally compete in any way with the Weir Group. Competition/anti-trust laws We make sure that we have knowledge of and respect the relevant competition and anti-trust laws in the countries we are operating in. Where no such laws directly apply we nonetheless seek to operate in a manner which is consistent with generally accepted international competition law principles. There are competition laws in over 100 countries in the world, and they are different in each country. Generally, they restrict anti-competitive market practices such as, for example, price fixing and market sharing. We are careful not to involve ourselves in anything that could be, or be seen as, anti-competitive. In particular, we are careful to inform ourselves and comply with the relevant competition law where we are working or doing business as Weir employees. We must not agree with competitors of Weir to fix prices or any elements of price (such as discounts, rebates or surcharges). We must never agree with others not to compete in particular markets or for particular customers or accounts. We must not rig bids or tenders, and we must not agree with others to boycott any customers or suppliers except in connection with internationally imposed governmental or other similar sanctions. Agreements with competitors to reduce or stabilise production, capacity or output are forbidden. We must also not agree with independent dealers or resellers to fix a minimum resale price of a product. Anti-competitive behaviour will damage Weir s business and reputation. Anti-competitive practices are unacceptable. They are illegal in most countries and can lead to heavy fines and imprisonment. Assume that something is right just because our competitors are doing it we establish the facts for ourselves. Get involved in any conversations, meetings, exchanges, or other communications with competitors that might be or be seen as anti-competitive. Do anything that is, or might give the impression that the Weir Group was taking part in anti-competitive behaviour. Work for or invest in another business that competes with a Weir Group company (although investing in the shares of publicly traded entities will not be considered to give rise to a breach of the Code unless they were acquired on the basis of inside ). Agree, even informally, with competitors on pricing, production, customers or markets without a lawful reason. We always get legal advice on whether a practice is lawful. Make any decisions on Weir s pricing, production, customers and markets in collaboration with any other party. Any such decisions must be made by Weir alone. Discuss with competitors: which suppliers, customers or contractors Weir deals, and will deal, with; or which markets Weir intends to sell into or on what terms Weir will deal. Comply with competition and anti-trust laws. Use legitimate means of obtaining competitive. Respect the confidential and intellectual property rights of our competitors and other third parties. Take great care in dealing with competitors: any agreement with them could be anti-competitive, including agreements or behaviour that are not written down. Provide training and guidance to those reporting to us to help them understand the competition/anti-trust laws that are relevant for them. Leave industry meetings if competitively sensitive issues arise and ensure your departure is noted. Report the matter to Weir Legal. Tell Weir Legal if we know of any potentially anticompetitive practices or if we are uncertain whether practices are legal or not. Talk to our manager or Finance Director or a member of Weir Legal if we are unsure whether we might be facing an anti-competition law issue. Report any suspicions of anti-competitive behaviour to our manager, to our operating company Finance Director or to Weir Legal. Ensure that we understand and comply with the Group Competition Law Manual. The Weir Group PLC Our Code of Conduct 13

16 Section 2: Integrity in Our Business COMPETITION AND ANTI-TRUST LAW CONTINUED Examples Q. A. Q. A. I have been invited to dinner by a friend who works for one of our competitors. There are a number of contracts for which we are both likely to be bidding. Can I discuss these with him? No. This would be anti-competitive and clearly wrong. We have a local trade association, which has an annual dinner. On the table will be some directors from competing companies. One has hinted to me that we should discuss selling prices and sales margins at the dinner we are being squeezed by a couple of large customers. What should I do? Make it clear that you will not discuss prices or margins at the dinner or elsewhere. If the conversation goes in that direction, you must change table or make your excuses and leave early and report the incident to a member of Weir Legal. Which documents provide more? Group Competition Law Manual Your operating company Managing Director or Finance Director Weir Legal We make sure that we have knowledge of and respect the relevant competition and antitrust laws in the countries we are operating in. 14 The Weir Group PLC Our Code of Conduct

17 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 INSIDER TRADING Insider trading is a crime. We keep all inside confidential within Weir and use it only as necessary to perform our role. We do not use inside for our own benefit or enable anyone else to use it. Inside is which is of a precise nature, not generally available and could have a significant effect on our share price if it becomes public. The rules that govern the disclosure of such inside apply no matter where you are as The Weir Group PLC s shares are listed on the London Stock Exchange. Market abuse means buying, selling or exercising options over shares or similar securities or disclosing inside to get a third party to do any of these things when you have inside on the company. The Weir Group PLC is a public company listed on the London Stock Exchange. It is against the law and a serious criminal offence to buy or sell The Weir Group PLC shares or other securities whilst in the possession of inside. It is a crime if we or other people do it, and if we do so for our benefit or for the benefit of others. It is still a crime if we do it when we are no longer working for the Weir Group. There are additional, stricter rules for directors of The Weir Group PLC and its subsidiary companies and for specified senior executives referred to as persons discharging managerial responsibilities. These rules also apply to their immediate family members. These are covered in detail in the Weir Group Share Dealing Code. Other employees may at times have restrictions imposed on their ability to trade in The Weir Group PLC s shares by the Company. Affected individuals will be notified of any such restriction. Act on or pass on inside without getting approval to do so and unless the person receiving it requires to have this to do his/her job. Buy or sell, or encourage anyone else to buy or sell, shares or other securities in The Weir Group PLC if we know some inside. Ask ourselves if we think the we have might be inside and make sure not to use it or pass it on if we believe that it is. Ask our operating company Finance Director, Weir Legal or Group Company Secretary if we are unsure about the use or disclosure of any inside. If we are directors or senior executives of the Weir Group, make sure that we know and understand the Weir Group Share Dealing Code and market abuse regulations and act in accordance with them. Example Q. A. I am aware of a substantial acquisition that The Weir Group PLC is about to make. It would appear to be a good time for some of my friends to buy the company s shares. Should I let them know about this? No. This is considered to be market abuse and against the law. Which documents provide more? Weir Group Share Dealing Code Group Company Secretary Group Assistant Company Secretary Weir Legal The Weir Group PLC Our Code of Conduct 15

18 Section 2: Integrity in Our Business IMPORT, EXPORT AND TRADE CONTROLS We follow a country s laws and sanctions on trade or we may not keep doing business there. We trade in accordance with all valid international sanctions and the legal requirements for the import and export of goods in the countries we operate in. Sanctions are trade restrictions imposed by international organisations such as the UN or EU, or by individual countries, against a specific state. Sanctions programmes are mandatory and penalties for non-compliance can be severe. Import and export requirements are established by national laws or the regulations of larger economic entities (such as the EU). There are specific, stricter requirements for exports of certain products (e.g. those for military or nuclear use) and to certain countries or customers. The US: Additional restrictions apply both to Weir operating companies in the US and to US citizens working in any Weir company anywhere in the world. The punishments for non-compliance include imprisonment of individuals, heavy fines, and sanctions on Weir Group companies taking part in US trade or public sector work. We will always trade both lawfully and appropriately. We will respect all trade laws, including all import and export regulations, in the relevant countries. We will not comply with illegal or unofficial trade restrictions or take part in prohibited restrictive trade practices. Make any false statements in any trade documentation in order to get round trade restrictions, import and export regulations or Weir Group screening requirements as revised from time to time. Talk to the designated focal point responsible for compliance with Trade and Customs policies if we are unsure what to do or whether we might be facing a trade restriction or trade regulation issue. Follow all Weir internal rules regarding international trade. Example Q. A. We have signed a contract for which we require an export licence. We have not yet applied for the licence but believe that there is plenty of time to get it and it will not be a problem. Is this okay? Before entering into any contract requiring a licence you must check with the local export official that a licence can be obtained. Which documents provide more? Weir Group Global Trade & Customs Policy Weir Group Sensitive Party Screening Policy Weir General Commercial Manual The designated focal point responsible for compliance with Trade and Customs policies Your operating company Managing or Finance Director Weir Legal Make sure we understand and follow the import and export regulations in the countries we operate in and do business with. Make sure that we get all necessary import and export licences. Give accurate and truthful to all customs authorities. Take extra care with exports of goods that could be used for military or nuclear use or to military or governmental customers in complying with the correct trade regulations and obtain counterparty screenings (always check with Weir Legal). 16 The Weir Group PLC Our Code of Conduct

19 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 INTEGRITY IN DEALING WITH OUR CUSTOMERS, SUPPLIERS AND PARTNERS We all must be working to the same high standards. We will work to ensure that all Third Parties are operating to the same standards as Weir when working with us. Relationships with Third Parties are critical to our success and we will work with all of them to try to ensure that they adopt equivalent standards to this Code of Conduct. Select a new partner without investigating how they carry out their business and being satisfied that they do so in a manner which is consistent with Weir s ethical standards. Ignore behaviour that is inconsistent with the conduct set out in this Code. Which documents provide more? Weir Group Global Trade & Customs Policy Your operating company Managing or Finance Director Weir Legal Are honest and transparent in our dealings. Look to build relationships which will last. Treat our stakeholders with respect. The Weir Group PLC Our Code of Conduct 17

20 Section 2: Integrity in Our Business INTEGRITY IN DEALING WITH OUR AGENTS AND OTHERS ACTING ON OUR BEHALF We expect all agents to act ethically in dealing with our customers and competitors on our behalf. Agents appointed by Weir must comply with the Weir Code of Conduct, which is the same code we set for our own staff in relation to acceptable business practices. If agents do not follow the Code we will not work with them. Weir is an international group with a strong reputation. We will not permit agents appointed by Weir businesses to risk damage to our ethical reputation by engaging in unethical behaviour or corrupt practices. Appoint an agent without careful due diligence. Allow agents to pay bribes to win work for Weir. Help agents to avoid paying tax on their remuneration. 18 The Weir Group PLC Our Code of Conduct

21 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 INTEGRITY IN DEALING WITH OUR AGENTS AND OTHERS ACTING ON OUR BEHALF CONTINUED Have a signed agency agreement in place before the agent carries out any work for us. Get valid invoices from the agent before paying any commission or compensation. Make sure we know fully what the agent is doing on our behalf. Satisfy ourselves that the agent s way of working does not conflict with our ethical standards. Tell the agent clearly that bribery and corruption are not tolerated by Weir. Terminate agreements with agents who break our rules. Require an agent to confirm in writing that they will only act in accordance with the Weir Code of Conduct. Examples Our agent says he can get me a copy of a competitor s bid so that I can make sure Q. I beat the competitor s price. This is not tolerated not only is it dishonest but it infringes rules regarding anticompetitive practices. A. Our agent has asked me to add some extra commission so he can pay another person Q. to help with our bid. The commission rate in the agreement cannot be varied without Group approval. If the agent A. has legitimate business expenses, which Weir has agreed to reimburse, these need to be documented and will be audited in accordance with our normal finance rules. If the agent is proposing to pay another party to do work you need to know exactly who is being paid, and how much; if the person is connected with the customer in any way, or the amount seems excessive, the payment is prohibited. The agent wants us to pay his commission to a bank account in a tax-free location. Q. A. The Group agent policy has rules about the agent s bank account. Commission can only be paid to an approved bank account. Q. A. Q. A. I have heard rumours from customers or competitors that our agent is behaving unethically. If you have any suspicion about the way the agent does business you need to investigate the facts immediately and report the details to Weir Legal as soon as possible. It is better to lose a bid and keep our reputation, than win the job, risk penalties and get a bad name. The agent agreement is about to expire, but a new project is on the horizon and I want the agent to keep working with us. Speak to Weir Legal about extending the agency agreement. It may be possible but there are rules to be followed about how it is considered. Which documents provide more? The Weir Group Commercial Agents Manual Company or Divisional Finance Director Weir Legal Head of Internal Audit The Weir Group PLC Our Code of Conduct 19

22 Section 3 RESPECTING OUR WORKING RELATIONSHIPS 20 The Weir Group PLC Our Code of Conduct

23 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 The Weir Group PLC Our Code of Conduct 21

24 Section 3: Respecting Our Working Relationships DEVELOPING OUR PEOPLE We strive to enable our people to develop their full potential. We are committed to encouraging all employees to realise their full potential and to developing the best possible leaders. We aim to employ the best people for the roles we have and help those people to develop further, by giving them appropriate training, development opportunities and management support. Deny development or promotion on the basis of any form of discrimination. Encourage and support our employees to achieve their potential. Identify the training and development needs of ourselves and our teams and find suitable training or development opportunities to address those needs. Employ and retain people who share our values and ethical standards. Work to maintain a business environment where individuals feel valued and respected. Support individuals in developing roles. Embrace feedback so that we can continue to improve and fulfil our potential. Seek innovative methods for developing ourselves and our teams. Which policies provide more? Human Resources Policy and Procedures Manual Weir Further Education Policy Weir Leadership Programme Weir Business Management Programme Weir Graduate Development Framework GDF Brochure GDF External Placement Policy Your local apprenticeship programmes Your local learning and development programmes Your operating company HR department or your manager 22 The Weir Group PLC Our Code of Conduct

25 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 EQUALITY, DIVERSITY AND INCLUSION We believe in providing equality of opportunity by employing and promoting people only on merit and including people from a diverse range of backgrounds. We treat everyone fairly and equally and value diversity. Fair employment policy: The Group has a fair employment policy, which means that no decision will be taken or influenced by any factors that do not have a direct bearing on the ability of the individual to perform the job. Workplace diversity: Means having an inclusive, respectful environment that accepts each individual s differences, embraces their strengths, skills and attributes and provides opportunities for all employees to achieve their full potential. Inclusion: Everyone has something unique to contribute and we believe that active inclusion promotes lateral and original thinking and is the best way to promote and leverage skills and talents, and to achieve superior organisational performance. Which documents provide more? Human Resources Policy & Procedures Manual Weir Diversity and Inclusion Policy Weir Grievance Policy and Procedure Weir Disciplinary Policy and Procedure Your operating company HR department or Managing Director Weir Legal The Weir Ethics Hotline We are committed to recruiting and promoting our employees fairly and without discrimination. We actively recognise diversity by building a culture of equal opportunity, mutual respect and collaboration. Provide development opportunities or promote employees other than on merit and based on work performance and potential. Tolerate discrimination, bullying, or harassment in any form. Hire the best person for the role. Give people opportunities on an equal basis. Respect the employment laws in the countries we operate in and comply with any national or local regulations relating to positive discrimination. Act and support others to maintain a work environment where all are respected and which is free of discrimination, harassment and bullying. Remain open and flexible to different needs and perspectives in the workplace. The Weir Group PLC Our Code of Conduct 23

26 Section 3: Respecting Our Working Relationships HARASSMENT, BULLYING AND DISCRIMINATION We do not allow any harassment, bullying or discrimination and we do our utmost to protect you from it. We treat our employees with respect and dignity and ensure that others do the same. We do not tolerate any form of harassment, bullying or discrimination against any of our employees or anyone who works with us and we treat each other with mutual respect. Harassment means behaviour or actions towards an individual or group that makes them feel intimidated, humiliated, unwelcome, or threatened. Bullying means saying or doing something offensive, abusive, intimidating or threatening that makes another individual feel upset, threatened, humiliated or vulnerable or undermines his or her self-confidence. Discrimination means treating a certain person or group differently, based on factors such as race, sex, age, religion, caste, colour, national origin, disability, actual or perceived sexual orientation, employment status, or political affiliation. We want a working environment where all employees feel respected. We do not tolerate any behaviour or actions that make those who work for or with us feel inferior, humiliated, upset, or threatened. Tolerate any behaviour or action that could be seen as harassment or bullying. Discriminate ourselves, or stand by and accept any discrimination by others. Make unsuitable jokes or comments, or spread gossip or rumours, which might humiliate or upset someone else. Tolerate any physical violence in the workplace. Threaten a colleague with physical violence. Use profanity at work. Act in a way which is unacceptable or inappropriate or that could cause offence to others or bring the company into disrepute. Example Q. A. A departmental head is looking to recruit a new deputy. Although the advertisement says nothing about age he has indicated to me that he is rejecting candidates above a certain age. I know this is wrong. What should I do? Discrimination on the grounds of age is not allowed and in some countries is illegal. Seek guidance from your HR Manager or Managing Director. Which policies provide more? Weir Group Human Rights Policy Human Resources Policy and Procedures Manual Your operating company HR department or Managing Director Weir Legal Speak out against harassment, bullying or discrimination. Support others who challenge or report this kind of behaviour. 24 The Weir Group PLC Our Code of Conduct

27 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 HUMAN RIGHTS PRINCIPLES We respect human rights. We respect the human rights principles adopted by the Weir Group. We will respect the human rights of all those working for or with us, and of the people in the communities where we operate. We will not exploit anyone, wherever in the world we are working. We will not do business with companies, organisations or individuals that we believe are not working to comparable generally accepted human rights standards. Employ child labour in any of our operating companies. Tolerate excessive working hours being worked in any of our operating companies other than on an exceptional or emergency basis. Work with other companies that we know or suspect are not respecting the human rights principles we believe in. Negotiate with or try to persuade our employees to adopt any working terms or conditions that do not respect the Weir Group s human rights principles. Which policies provide more? Weir Group Human Rights Policy Your operating company Managing Director Your operating company HR department Group Company Secretary Weir Legal Make the health, safety and wellbeing of our employees and others a top priority. Comply with the national law on wages and working hours in the countries we operate in. Comply with this policy and any Weir Group operating company policies covering the rights of those who work for or with us, or are otherwise affected by our actions. The Weir Group PLC Our Code of Conduct 25

28 Section 4 RESPECTING OUR PLACE IN THE WORLD 26 The Weir Group PLC Our Code of Conduct

29 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 HEALTH AND SAFETY We are committed to high health and safety standards for our employees and those around us. Weir is committed to safeguarding the health and safety of our employees and continually seeks to ensure a safe working environment. The health and safety of Weir Group employees and of other individuals who we encounter in our operations are critical to us. The Weir Group is committed to: The prevention of injuries and ill-health to its workforce, contractors and visitors. The continual improvement of its systems, culture and performance. Meeting or exceeding all legal and other requirements in relation to the health and safety of its employees and products and sites on which we are working. To meet these health and safety commitments, Weir Group companies and employees live by these ten Golden Rules of Safety : 1. Never walk past an unsafe practice; everyone has the authority to stop a process that they see as unsafe. 2. Wear appropriate personal protection equipment at all times. 3. Always use the marked walkways and handrails. 4. Never walk under any suspended load or through an area at risk from falling objects. 5. Only perform tasks for which we are competent and qualified. 6. Never lift more than 20kgs/45lbs without assistance, if in doubt of the weight ask! 7. Never use an item of plant with a missing or defective guard. 8. Always report all incidents and near misses. 9. When approaching any vehicle/transport, (in particular fork lift trucks), make eye contact with the operator and confirm that it is safe to do so before moving forward. 10. Never use a mobile phone when operating, or in the vicinity of, plant or machinery, or when driving a motor vehicle (unless in hands free mode and where permitted under local law), or when walking. Require anyone to travel to a country or environment which they feel it is unsafe to so. In particular the Group will maintain a list of countries to which travel will only be permitted if designated management approval is first obtained. Take a shortcut to get something done quickly if it compromises safety. Continue a task if it is unsafe to do so. Insist someone performs a task if we or they have any reasonable doubt about the health and safety aspects of doing so. Fail to comply with the Golden Rules of Safety. Make sure that all members of our team, especially new employees, operate in accordance with Weir Health & Safety Values and the Golden Rules and demonstrate behaviours and a pro-active culture consistent with these. Make sure that all members of our team have the right skills and are properly trained and prepared for any task we do, with the opportunity provided to speak up on any health and safety issue. Report all accidents, incidents, near misses and hazards. Ensure that all incidents, including near misses, are recorded and investigated to prevent reoccurrence and to maximise learning opportunities. Which documents provide more? Weir Group Health and Safety Policy Weir Group EHS Management System Weir Group EHS Standards Your operating company Health & Safety Officer or HR Manager or Managing Director Your Divisional EHS Champion The Weir Group PLC Our Code of Conduct 27

30 Section 4: Respecting Our Place in the World RESPECTING THE ENVIRONMENT We care about the impact we have on the environment. We aim to minimise the impact of our operations and our products on the environment. The Weir Group is committed to ensuring all our subsidiaries are ISO accredited and as a result are required to continuously improve their environmental performance and management practices. In addition, all our companies are required to comply with local environmental legislation. The Group is committed to the protection of the environment in all the countries in which it operates. Each Weir company must comply with the relevant regulatory requirements applicable to its business. Each Weir company will seek to ensure that it acts as a good and responsible citizen in the communities in which it operates and adopt practices aimed at minimising the environmental impact of its operations. All of our locations fully integrate environmental management into their operational systems and procedures. The Group s proactive approach ensures that these processes reduce our environmental impact year on year. Each company in the Group should continuously seek to improve its environmental performance and management practices. Data should be collected and reported in accordance with the Weir Group EHS Standards, and other related policies and jurisdictional requirements. Respect the environment. Focus our improvement efforts on the areas that have the most environmental impact. Try to identify opportunities to improve our environmental performance. Bring newly acquired businesses into line with best practice and have them ISO accredited. Monitor local and international legislative development and implement these appropriately. Collaborate with suppliers to address environmental considerations. Invest in research and development to contribute to environmental protection. Which documents provide more? The Weir Group PLC Annual Report Weir Group EHS Standards GHG Inventory Management Plan Your operating company Managing Director Your Operations or Manufacturing Director Your local Health & Safety Manager Your Divisional EHS Champion Our global environmental commitment is to minimise our most significant environmental impacts which are: Energy use; Water use; and Production of hazardous and non-hazardous waste. Ignore our environmental impact. Tolerate wastefulness in our operations. 28 The Weir Group PLC Our Code of Conduct

31 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 RESPECTING COMMUNITIES We will be good and responsible citizens in the communities in which we operate. The Weir Group has a global presence operating in many countries around the world and the impact we have on the local communities and economies is therefore of paramount importance to us. We respect the communities we operate in and we strive to make a positive impact by the responsible running of our operations and by investing in local initiatives in a way which benefits the local community. We believe that any investment in a community should create a meaningful and sustainable impact on that community. It should be relevant to the local needs but at the same time aligned with our business and carried out in partnership with local organisations. We aim to identify the possibilities for investment through contact with local people and organisations including local non-government bodies and community groups. Education is a priority for communities worldwide. We are therefore particularly committed to focusing on community projects with an educational theme whether it might be mentoring at a local school, helping young engineers with their school projects, organising a Christmas party for local schools, setting up scholarship schemes, arranging site visits for local colleges and universities, or sponsoring the education of children. These are all ways we wish to make a difference in the communities in which we operate. The Weir Group does not make any political donations or contributions nor does it allow any of its operating companies to do so. This includes cash and non-cash items such as services, materials, employee time and use of corporate facilities. Deliberately or knowingly ignore or show lack of respect to local customs or traditions. Use company funds or resources for political purposes. Participate at all at a corporate level in political activities. Respect the traditions, cultures and laws of the countries and the local communities where we operate. Try to employ local people in our businesses wherever possible. Listen to the concerns of the local communities and try to act in a way that deals with their concerns where we can. Which documents provide more? Human Rights Policy Weir Group EHS Management System Conflict of Interest Policy Your operating company Managing Director Weir Group companies will be good and responsible citizens in the communities they are in by: Respecting the local environment; Setting an example by behaving in a manner consistent with the Code at all times; Supporting local communities who need help through charitable contributions and by encouraging employees to donate their free time to community and charitable initiatives; and Where we have on-going projects affecting a community we will keep them informed of progress and updated at all times. The Weir Group PLC Our Code of Conduct 29

32 Section 5 INTEGRITY IN THE WORKPLACE USE OF COMPANY PROPERTY AND RESOURCES We protect all Weir Group property and resources and take the same care with the assets of our customers and other third parties. Company property and resources means both physical assets and intangible assets. Physical assets include, for example, property, equipment, materials, supplies and cash. Intangible assets include, for example, company, intellectual property, value of our brands, and employee time and talents. We are all responsible for keeping safe and making the best use of company property and resources we have access to. We make sure that they are not lost, damaged, misused or wasted. We do not lend, transfer, sell or give away these assets unless it has been approved. We never use them for personal gain. We take the same care of assets and property belonging to customers and other third parties. Use company property and resources for non-work use unless it is allowed by our policies. Abuse the expenses system or claim sums not spent on Weir business. Give away trade to others. Make sure physical assets are regularly maintained. Use company property and resources only for authorised purposes. Ensure company equipment and property are secured or locked when not in use. Keep good records of fixed assets and inventory. Your operating company Managing or Finance Director The Weir Intellectual Property Department 30 The Weir Group PLC Our Code of Conduct

33 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 USE OF COMPANY SYSTEMS AND INFORMATION TECHNOLOGY We use the Weir Group s systems responsibly this includes any personal use. We use Weir Group systems properly and responsibly, making sure that the equipment itself and the it contains remains secure. We do not use systems in any way that might affect their operation or integrity or create a security risk. Occasional personal use of Weir Group IT equipment is permitted, if it is reasonable and appropriate. However, Weir will store data in relation to, and may monitor personal usage of, its IT systems. Company systems are software applications, computer and communications equipment provided to its employees by the Weir Group. This includes: Access to company business applications and the data stored and processed by them; Desktop, laptop and mobile/handheld computer and communication equipment; Server computers and network equipment, including internet access; Portable storage devices such as USB memory sticks, removable hard-drives, USB drives and CD s/dvd s; Video and audio communications equipment including desktop and mobile phones, video-conferencing equipment and personal web-cams; Office technology such as printers, scanners and fax machines; Data stored within and communicated by these systems including databases, electronic documents, s and voic s; and All software applications and systems. This personal usage is not private or confidential, and the Weir Group may monitor and internet usage to ensure that it complies with Weir Group policies. Misrepresent Weir online. Visit social networking sites whilst at work unless for legitimate business purposes. Make excessive personal use of company telephones or computers. Rely on company equipment to maintain the master copy of any personal data. Visit inappropriate or illegal websites (e.g. sites containing pornographic, violent or racist material) using company IT facilities. Use Weir Group computer systems to access, create or distribute any material that is offensive or illegal, or has been obtained illegally. Install unauthorised or unlicensed software on company computers. Use external data storage devices (e.g. USB memory sticks, CD/DVD writers) unless they have been approved by the company IT department and their security is ensured. We take care not to be careless with or lose these devices. Take copies of stored on Weir Group systems for our own personal use for the use of others. Take photographs, videos or sound recordings in any Weir facility, or facilities belonging to customers or suppliers, without first obtaining permission to do so. The Weir Group maintains secure and effective systems for its businesses to use, based on the Group IT Policy. We all have individual responsibilities for ensuring that we use our IT systems and equipment appropriately and maintain the security of the data within them. We must also remember that s to external parties have the same effect in law as other forms of written communication. We will not send s or other electronic communication which make representations, contractual commitments or any other form of statement concerning the Weir Group or one of its businesses unless we are authorised to do so. We may occasionally use Weir Group systems to send and access the internet for personal purposes, but we may not do so if we are accessing or distributing material which is inappropriate or illegal or if we are putting the security of Weir Group IT systems or equipment at risk. The Weir Group PLC Our Code of Conduct 31

34 Section 5: Integrity in the Workplace USE OF COMPANY SYSTEMS AND INFORMATION TECHNOLOGY CONTINUED Comply with Group IT security policies, including the use of passwords, anti-virus software, and making regular back-ups. Keep company IT equipment, especially laptops and any external data storage containing company, as secure as possible. Follow the Social Media Policy in respect of our personal and, where appropriate, business use of social networking sites. Remember that the Weir Group may, subject to local governing laws, monitor the usage of its computer and communications systems, so privacy cannot be expected if they are used for personal or non-work purposes. Regard as a Company asset and treat as confidential all to which we have access through Weir Group systems. Use IT equipment safely and in accordance with local laws. Endeavour to make sure all in Weir Group systems is up to date and correct for the benefit of the Company and or colleagues. Report any equipment or data loss, or any suspected security breach, to our IT department as soon as it is known or suspected. Which policies provide more? Group and Internet Use Policy Group Confidential Access Procedure Weir Group IT Policy Social Media Policy Mobile Device Policy Company Devices Mobile Device Policy Personal Devices Your operating company IT professionals Your Divisional IT Director Group IT department Group Communications (in relation to social media usage) We use Weir Group systems properly and responsibly, making sure that the equipment itself and the it contains remains secure. We do not use systems in any way that might affect their operation or integrity or create a security risk. 32 The Weir Group PLC Our Code of Conduct

35 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 CONFIDENTIAL INFORMATION We keep confidential confidential and limited only to those who need to know it. We keep confidential safe in order to protect the interests of the Weir Group. Confidential means confidential or trade belonging to the Weir Group or disclosed to the Weir Group under obligations of confidentiality. This includes, for example: Financial, business strategies or plans, business practices, systems and processes and other similar which is not in the public domain; Product specifications, pricing policies, sales or marketing ; Customer and supplier contracts; Employee ; Technical ; and Intellectual property, inventions, innovations, trade secrets. Weir Legal or the Weir Intellectual Property Department During the normal course of business, employees may gain possession of, or access to, which is confidential to the Group. We are careful to deal with confidential in such a way that we protect the Group s interest. We will keep confidential belonging to the Weir Group or to customers or other third parties safe and only share it on a need to know basis. We will only disclose confidential to third parties if we are authorised to do so and on a confidential basis. Discuss confidential in public or where we could be overheard. Leave confidential in an insecure or public place. Share confidential from or about a previous employer unless we are permitted to do so by our previous employer. Copy documents or materials containing confidential unless we are authorised to do so. Make sure that, if we are legitimately disclosing confidential outside the Weir Group, we do so as part of an established confidential business relationship or with a confidentiality agreement in place. Make sure that customers, suppliers and other third parties protect our confidential. Ask Weir Legal or the Weir Intellectual Property Department if we are in doubt. The Weir Group PLC Our Code of Conduct 33

36 Section 5: Integrity in the Workplace FINANCIAL RECORDS, CONTROLS AND REPORTING Our financial records must record our business activities accurately. Our financial records and reports are complete and accurate and we maintain good systems of internal control. We play our part, depending on our role, in making sure that the books, records and financial of the Weir Group companies are complete, truthful and accurate. This includes supplying accurate for sales invoices, ensuring that new employee tax is submitted promptly, and making sure that our time sheets or expenses forms are correct. We are also responsible for following the Weir Group s system of financial controls, to ensure the integrity both of our businesses and their financial records. Examples include following individual company procedures for checking and authorising purchase invoices and counter-signatures on payment instructions. Which documents provide more? Weir Group Finance Manual Tax Manual Credit Card and Cash Policy Expense and Benefit Policy Group Treasury Manual Your operating company Finance team or Finance Director Group Finance department We all have a responsibility for preventing and looking out for possible fraud or money laundering. If we have any reasonable suspicions of actual or potential fraud or money laundering, we must discuss it with our manager or another senior person. Finance staff and operating company management teams must also understand their responsibilities in the Group s relevant finance manuals and must follow the guidelines contained within those manuals. Deliberately record false or misleading or give wrong financial data to others. Conceal or fail to report any business transaction. Give accurate to the Finance function as soon as we can. Record and report financial in line with the laws of the country where we operate. Follow the Weir Group s system of financial controls. Respect the limits of our authority (e.g. only approve invoices for payment within our authority limits). Look out for possible fraud or money laundering and report any suspicions to senior management. 34 The Weir Group PLC Our Code of Conduct

37 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 PERSONAL INFORMATION We keep personal private. We handle personal and data appropriately, making sure that we protect individual privacy and follow the data protection and data privacy laws in the countries we operate in. Personal means data such as names, addresses, dates of birth, national insurance or social security numbers, job titles, medical data, or photographs of any persons. Data protection and data privacy laws mean laws which cover the collection, disposal, use and storage of personal. These laws vary in different countries in the world, although there are common principles in some regions such as within the EU. We think carefully about issues relating to personal. We will understand what the relevant law is in the country where we operate and comply with that law if we are collecting or holding any personal. We will only allow employees with the correct authorisation and valid legal or business reasons to access any personal. Where such employees access personal, they will only use it for proper business purposes and we will only hold the personal for the time we need to carry out the specific legal or business task. We will not transfer personal to other employees or countries if it is not allowed by local law. Protect personal, keeping it confidential and secure. Obtain any permissions we might need for the use of personal and record those permissions. Use personal in ways that individuals would reasonably expect. Take particular care with sensitive personal, such as medical, as explicit consent may be required for processing or disclosing such. Tell our manager if we lose any personal (e.g. employee details stored on a laptop or USB memory stick). Contact Weir Legal if we have any doubts or questions. Your operating company HR department Weir Legal Check potential employee references without getting their consent first; or Use or give personal to any blacklists of individuals. The Weir Group PLC Our Code of Conduct 35

38 Section 5: Integrity in the Workplace COMPANY COMMUNICATIONS AND DISCLOSURES How we communicate is very important in building trust. We communicate any about the Group truthfully and carefully, making sure that our messages are authorised if necessary. Company communications mean any external messages from anyone in the Weir Group or anyone we authorise to communicate on our behalf about the Group or its business. This includes press releases, communications with journalists or other news media, advertisements, content published on social networks, trade promotional material and any other public statements. Disclosures mean factual statements or forecasts communicated to shareholders, regulators, securities exchanges, the media or other third parties. Media means newspapers (national and local), trade press, television, radio, websites and social networks. With the exception of normal PR activities, communications with the national media in any country must be undertaken only after discussion with the Group Head of Corporate Affairs and Strategy or the Group Company Secretary. All communications with national media in any country must be authorised by the Group Head of Corporate Affairs and Strategy. We can communicate with technical trade media and with local media on matters of local interest if it has been authorised by the Managing Director of the relevant operating company. However, we must ensure that there is no Group or wider dimension which could be of interest to national media, and in particular, online electronic media. If in doubt, we will get advice from the Group Head of Corporate Affairs and Strategy or our Divisional Managing Director or the Group Company Secretary. We always communicate or disclose about the Weir Group carefully, making sure that it is truthful and accurate. Any communications to national media need to be authorised by the Group Head of Corporate Affairs and Strategy because of their significance and potential impact for investors. We are careful not to act as a spokesperson for the Weir Group without meaning to and without being authorised. We think carefully when we are communicating about the Group in electronic form, such as external s, blogs, websites and social networks. Respond to journalists, the media, regulators, government agencies or other external agencies without getting permission to do so. Write or say anything in public about the Weir Group that is untrue, inaccurate, misleading or could harm its reputation. Do anything to harm the Weir Group s reputation in social networking sites, blogs, chat-rooms and other electronic communications. Communicate our personal views in a way that they could be interpreted as being Weir Group views. Write things about people that we would not be prepared to say to them in person. Make sure that all company communications and disclosures have been authorised by the correct person in the Group Communications team. Make sure that the we communicate is timely, accurate, complete and truthful. Remember, when we are communicating, that any s, texts, tweets or anything else we write might appear in newspapers or have to be explained in court. Think carefully before forwarding s either internally or externally. Something intended as a joke between colleagues can look very bad printed in a newspaper. Take extra care about what we say at meetings or other public events. Look out for situations when we could be thought to be speaking on behalf of the Weir Group. Which policies provide more? Social Media Policy Group Communications team Group Company Secretary Weir Legal 36 The Weir Group PLC Our Code of Conduct

39 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 The Weir Group PLC Our Code of Conduct 37

40 Section 6 TRAINING IN THE CODE OF CONDUCT 38 The Weir Group PLC Our Code of Conduct

41 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 The Weir Group PLC Our Code of Conduct 39

42 Section 6: Training in the Code of Conduct ON-GOING TRAINING IN THE CODE OF CONDUCT Training means we know what to look out for and what to do. Anti-Bribery and Corruption The objective of the Anti-Bribery and Corruption e-learning programme is to help those employees who have been identified as having a heightened exposure to this risk because of their roles. The objective of the e-learning programme is to assist in identifying and managing the risks that bribery and corruption poses and at the same time communicate the Group s stance with regards to unethical behaviour in order that we can protect the individual, preserve our reputation and prevent any economic loss. The training programmes are developed to give employees the necessary knowledge regarding key international laws such as the 2010 UK Bribery Act and the US Foreign Corrupt Practices Act and insight into the indicators to be aware of in relation to corruption and unethical behaviour in the global market place in which we work. The programme gives employees the opportunity to consider real life case studies and think through their responses before answering. The intent is to help employees create a sound knowledge of ethical behaviour which should then be helpful to them as they go about their daily decision making process. Group Head of Learning and Development Officer Your Divisional HR Director Weir Legal The Anti-Bribery & Corruption e-learning programme is compulsory for all employees in Procurement and Sales & Marketing functions, all employees in staff functions (including Legal, Finance, and Human Resources) as well as for the entire Senior Management Group. More detailed training takes place for employees located in geographic areas where the risk of corruption is considered to be high. This is regularly reviewed. However, these can typically be defined as countries with a score of 40 or below in Transparency International s Corruption Perception Index (CPI) based on its 2013 CPI report. Other Code of Conduct Areas E-learning programmes on other related Code of Conduct subjects are also provided on a rolling basis. The general Code of Conduct training is a combination of e-learning, virtual and face to face courses. 40 The Weir Group PLC Our Code of Conduct

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