Code of Business Conduct. March 2009

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2 GALLIFORD TRY PLC Code Of Business Conduct Introduction Galliford Try has four key values that it embraces whilst carrying out its work. These are: Excellence - Striving to deliver the best Passion - Committed and enthusiastic in all we do Integrity - Demonstrating strong ethical standards with openness and honesty Collaboration - Dedicated to working together to achieve results We conduct business in a manner consistent with our company values. Galliford Try expects the highest standards of integrity, honesty and fairness from all its employees and these are fundamental principles of the way we work. This Code of business conduct should be followed by employees without exception. Failure to comply with the Code could have severe adverse consequences for the Group and may therefore result in disciplinary action. Employees must report suspected breaches of the Code to line management or through the Group s whistleblowing procedure. Reports made in good faith will have no detrimental result for anyone reporting them. The Group places the highest importance on the standards outlined in the Code and will fully support its employees in their efforts to carry out their responsibilities to the best of their abilities. 2

3 Laws & Regulations Introduction Compliance with the laws, rules and regulations that relate to the Group s activities is fundamental. All employees are responsible for making themselves aware of the regulatory regime that governs their role. If in doubt, advice must be sought from your line manager, and if necessary by obtaining appropriate advice from the Group s legal advisors. Business Records All employees receive and report information in one way or another. Employees are responsible for ensuring that accurate business records are maintained and that financial statements and underlying records are complete and reflect the true state of the business. Accurate records must be kept of all items of income or expense. The creation of any records that are intended to mislead or conceal for the making of false or misleading entries in the Group s records are serious offences. Claims by individuals for reimbursement for expenditure must only include sums properly spent in carrying out the Group s business. Internal Controls Galliford Try is committed to a strong and effective system of internal controls designed to safeguard the Group s assets and ensure accurate financial statements are prepared. Business unit directors are responsible for ensuring their business complies with the Group s corporate manual, finance directors are responsible for ensuring their businesses comply with the provisions of the Group s finance manual and all employees are responsible for adhering to the principles laid down in instructions contained in any divisional or business unit operating manuals. Competition Laws The Group has a detailed competition policy which lays down that employees must not enter into any understanding or agreement with a competitor with the purpose or effect of influencing the price or restricting the availability of any service that the Group or the competitor provides for any third party. Any anti competitive course of conduct is not acceptable and is likely to be a criminal offence for both the Group, and potentially the individuals involved. Further advice can be obtained from the Head of Legal. Share Transactions It is illegal to buy or sell shares in any public company when you have information that has not been disclosed to the general public and which could, if disclosed, influence an investors decision to buy or sell shares of that Company. The Group endeavours to keep investors informed of developments that affect the value of Galliford Try shares, however there may be times when employees are aware of undisclosed information. That information must not be communicated to others and must not be used to decide whether to buy or sell Galliford Try plc shares. Employees who are aware of such information in connection with their roles may only disclose it to individuals who need to know such information in order to perform their duties. It is illegal to use such non public information for personal benefit or to inform others who might use it to make the own decisions on whether to buy or sell Galliford Try plc shares. Further advice can be obtained from the Company Secretary of Galliford Try plc. House Purchase The purchase of a home by an employee from a Galliford Try company in its normal course of business must be carried out on an arms length basis and be approved by the business unit managing director. Executive board approval must be sought through the Company Secretary for any proposed purchases by business unit directors. 3

4 Personal Behaviour and Standards Conflicts of Interest Employees must avoid direct or indirect conflicts between their own personal interest and those of the Group or its customers or suppliers. In particular: Employees must not use their position for personal profit or benefit. Employees must not have any direct or indirect personal financial interest in any business with which the Group has dealings unless that interest is fully disclosed and approved in writing by a business unit managing director or divisional managing director. Holding 5% or less in the shares of a company held as investment is an exception. Employees are required to contribute their efforts at all times to the interest of the Group and must not without the prior written consent of their manager have any outside business or other employment. The resources of the Group must not be used for private or non Group purposes without specific permission. Political contributions are not permitted, including non cash contributions such as the use of the Group s facilities or services or employees time. Outside Positions Serving as a Trustee, Director or Officer of an educational, charitable, professional or other civic organisation is encouraged although it usually involves the commitment of significant time and therefore requires approval on a case by case basis. Employees are responsible for ensuring that any outside positions do not create any conflicts of interest. Press Contact Unless specifically authorised, employees must not respond to approaches or questions from the press or other media or initiate contact. All such contacts are the responsibility of the Corporate Communications department of Galliford Try plc who should be notified if any approach is made. Electronic Communications Electronic communications systems such as the internet and access to are provided to employees for work purposes. The Group has a legitimate interest in safeguarding its assets, employees and business reputation against improper conduct. Employees cannot therefore expect privacy in respect of s sent or received on the Group s systems or in their use of the internet and the Group reserves the right to monitor such uses in accordance with its Electronic Communications Security Policy. The Group s systems must not be used to access, display, store, generate or send to others material which is illegal or may be regarded as causing offence. The Public Interface Galliford Try carries out much of its business in public view and will therefore be measured and have its reputation formed by the way in which its employees behave. Employees must treat members of the general public with respect, courtesy and consideration at all times. When away from work, employees should conduct themselves appropriately and not in a manner which is, or could be seen to be, detrimental to the Group s interests or reputation. 4

5 Dealings with Suppliers and Customers We pursue mutually beneficial relationships with our business partners and suppliers. We seek to promote the application of our business principles across our supply chain. Corrupt Payments Employees are forbidden to give or take bribes or other payments or items of value for any corrupt purpose, either in their own name or on behalf of the Group. Gifts and Entertainment Appropriate business entertainment and gifts that generate goodwill and improve working relationships are acceptable. However, all employees must avoid situations that may interfere, or could interfere, with the proper and impartial discharge of their responsibilities. Acceptance of entertainment, gifts, personal favours or services that may be seen as a conflict between the employee s personal interest and those of the Group or its customers and suppliers is not acceptable. Any acceptable gift or entertainment must be nominal in value and part of usual custom and practice. Overly lavish gifts or entertainment must be refused and any entertainment accepted must be of a type that can be reciprocated as a normal business expense. Specific care must be taken in providing entertainment to customers, potential customers or other third parties which should be appropriate to the circumstances. Employees working on projects for the public sector must be aware that employees of public bodies are subject to increasingly stringent rules governing relationships with customers and suppliers which may mean that providing entertainment that may be seen as nominal in value and customary in any other business context, may be inappropriate. Confidentiality The terms and conditions of all Galliford Try employees require the maintenance of confidentiality in respect of information about the Group. Employees must not during their employment, or after it has ended, use any confidential information for their own purposes or disclose it to any third party other than in the proper performance of their duties. In public places care must be taken to avoid the indirect disclosure of such information through overheard conversations or documents that could be viewed. 5

6 The Working Environment Health Safety & Environment Our prime objective is to ensure the health, safety and welfare of our employees whilst at work and all other people not in our employment as we deliver our business services. We will maintain our rigorous health and safety policy and standards which are monitored in accordance with our independently certified OHSAS1801 Management System. We are committed to a programme of activities to achieve continuous improvement in health and safety performance. We recognise that in the delivery of our business we can have an impact on the natural environment. We aim to minimise negative impacts in so far that it is safe, practical and economically possible. We will always comply, as a minimum, with current applicable legislation in the areas in which we operate. We are committed to achieving a continuous improvement in our environmental performance, preventing pollution, improving energy and water efficiencies, optimising the quantities of waste that are reused and recycled, applying sustainable procurement techniques and targeting third party certification to ISO1401 across the Group. Work Place Principles All Galliford Try employees will have equal opportunity. Recruitment into employment and progression within the Galliford Try Group is determined solely by the application of objective criteria and on personal merit. All employees are responsible for creating and maintaining an environment at work that encourages all employees to contribute fully and productively. Conduct which creates an intimidating or otherwise hostile or offensive working environment will not be tolerated. Management will address any conduct that infringes upon individual dignity or is discriminatory or involves harassment or bullying behaviour in accordance with the Group s policies and applicable legislation. Community Involvement We seek to make positive contributions to the communities in which we work, and to behave in a socially responsible manner. END 6