October 2011
CONTENTS Page 1. INTRODUCTION A. About this Code 2 B. Who is the Code for? 2 C. Observing the Code 3 D. Interpreting this Code 3 2. OUR VALUES AND PRINCIPLES 3 3. OUR RELATIONSHIPS WITH STAKEHOLDERS A. Our Customers 4 B. Our Colleagues 5 C. Our Communities 6 D. Our Suppliers 6 E. The Environment 7 4. FRAUDULENT BEHAVIOUR 7 5. CONFLICTS OF INTEREST 8 6. CONTROL, FINANCIAL ISSUES & REPORTING 8 1
1. INTRODUCTION A. About this Code The Southern Co-operative ( TSC ) expects all its colleagues, directors and third parties acting on it s behalf to conduct themselves in a manner consistent with its policies, procedures, objectives and ethical principles. This Code explains how these values should be put into everyday practice and provides details of the mandatory policies which must be complied with. TSC is governed in everything we do by our ethical principles. This means our actions should always be open and honest. Our standards of behaviour and how that impacts on people outside our business must be of the highest possible standards at all times. Simply complying with the law is not enough, and everyone involved in our business must accept and apply standards of behaviour that go beyond the minimum of what is legally expected. Where people in other businesses work with or for us they must equally apply these high standards when they are representing TSC to the outside world. Our members own TSC, they are our shareholders. We are in business to serve our members and to meet our shared social goals. In everything we do, we are accountable to our members. TSC is committed to; encouraging membership throughout our trading area; providing tangible benefits for our members; encouraging members participation in the democratic control of TSC and engaging with members through events, informal meetings and publications. It is essential that everyone involved in TSC understands the nature and importance of membership and gives full regard to the interests of members in all decisions taken. Members should be treated with courtesy and respect at any point in which they come into contact with TSC colleagues or third parties acting for or on our behalf. All our decisions should take into account the impact they may have on the environment and seek to minimise any negative effects as far as possible. This Code sets out how colleagues are required to behave generally and in their engagement with TSC s various stakeholders. It also sets out policies, procedures and controls in place to ensure that our ethical approach to such engagement is upheld. B. Who is the Code for? This Code applies to everyone who works for or on behalf of The Southern Co-operative and its subsidiary companies, including directors, temporary and contract staff and third party contractors and agents. Reference to TSC throughout this Code includes The Southern Co-operative and all its subsidiary companies. References to colleague requirements throughout the Code should equally be read as requirements of directors and third parties acting for or on our behalf, where appropriate. All colleagues and other relevant parties are issued a copy of this Code and should keep their copy for future reference. The Code is a public document and may be given to external contacts to explain our approach to business. For example, it can be used to help explain to suppliers our policies on Gifts and Hospitality and Anti-bribery with which they will be expected to comply. 2
C. Observing the Code For TSC colleagues fully complying with this Code is a condition of their employment contract and breaches of the Code will result in disciplinary action which may result in dismissal. For third parties acting for or on TSC s behalf, any breach of the Code will result in termination of their business relationship with TSC. The Society Secretary has responsibility for initiating and supervising the investigation of all reported breaches of this Code and ensuring that appropriate disciplinary, or contract, action is taken when required (see Disciplinary Procedure). D. Interpreting this Code The intention of the Code is to provide a clear understanding of the conduct we require and to give you the confidence to apply TSC s values to unfamiliar situations. If you are confronted with a situation where you are unsure of the right course of action, you should consult this Code and the appropriate policies. If you are still unsure, talk to your manager. Occasionally, situations will arise where neither you, nor your manager, are certain of what action to take, or you may feel unable to raise the matter with your manager. In these circumstances you should contact the Human Resources Manager or Society Secretary. Paula Hunt, Human Resources Manager 02392 222508 (paulahunt@southerncoops.co.uk) 1000 Lakeside, Western Road, Portsmouth, PO6 3FE Silena Dominy, Society Secretary 02392 222501 (sdominy@southerncoops.co.uk) 1000 Lakeside, Western Road, Portsmouth, PO6 3FE If you seriously and honestly suspect that another person has breached this Code or committed a crime such as fraud, you have a duty to report it. To do this you should follow TSC s Whistleblowing procedure, which is in the final section of this Code. 2. OUR VALUES AND PRINCIPLES Our Co-operative Values Self-help we will help people to help themselves Self-responsibility we take responsibility for, and answer to our actions Democracy we give our members a say in the way we run our business Equality all members have one vote regardless of their shareholding Equity we carry out business in a way that is fair and unbiased 3
Soladarity we share interests and common purposes with our members and other co-operatives Our Principles Our principles are the way we put our values into action: Voluntary and open membership membership is open to everyone Democratic member control all members have an equal voice in electing representatives Member economic participation profits are controlled democratically by members and for their benefit Autonomy and independence we are a politically neutral independent local co-operative Member education we educate and develop our members and colleagues Co-operation among co-operatives we work together with other co-operatives to strengthen the co-operative movement as a whole and to take advantage of natural synergies Concern for the community we support the local communities in which we operate and in addition assist appropriate international communities at times of need 3. OUR RELATIONSHIP WITH STAKEHOLDERS A. Our customers Our customers are at the centre of everything we do. TSC is committed to acting honestly and fairly in our dealings with customers. We aim to provide a credible unique co-operative difference in our businesses by providing a range of products and services, responsive to customer needs, including locally produced products in a number of stores. All colleagues should strive to give exceptional service to both internal and external customers at all times. follow food safety procedures and hygiene regulations to protect our customers and ensure their safety. comply with the Regulations and TSC procedures such as Think 25 relating to age restricted sales and sales of sensitive products and products containing potentially intoxicating substances, e.g. sales of alcohol; cigarettes, tobacco and lighter refills; lottery instants; knives, videos, medication, etc.. observe all safety rules, notices and instructions issued from time to time and take all reasonable care of the health and safety of themselves, other colleagues, customers and other visitors to our premises. provide assistance to customers, upon request, in a prompt and courteous manner to ensure that all customers, including those with a disability, are able to fully utilise our services and obtain our products. 4
treat all customer complaints seriously and follow established procedures for promptly reporting complaints to Central Support in order that a high standard of after-sales service may be provided. maintain confidentiality of customer information in line with our Data Protection Policy. Colleagues can obtain further guidance in respect of these and other procedural requirements with which they are required to comply from the following sources: Retail and Central Support colleagues Colleague Information Manual and Management Manual Stores, End of Life Services colleagues Operations Manual Co-operative Independent Living colleagues Colleague Information Manual and additional Co-operative Independent Living policies and procedure notes. B. Our Colleagues We want to be an employer of choice and hope our people work for us not only because we offer rewarding and exciting opportunities, but also because they share our values of openness and honesty. Everyone has a duty to maintain the trust and security of our colleagues by ensuring that we act with integrity at all times whilst always protecting the interests of the business. At TSC we provide equal opportunities for all with recruitment and promotion being solely on the basis of merit and a colleague s suitability for the job without discrimination of any kind (see Equal Opportunity Policy). We encourage and assist colleagues at all levels to learn from experience and to obtain relevant skills through induction, training and development, and encourage progression of their careers within the organisation. We engage with colleagues at all levels in relation to our activities, performance and the strategic direction of our businesses and ensure that procedures are in place to cover all aspects of the employment relationship including colleague grievances and disputes (see Grievance Procedure). TSC are committed to providing a clean, healthy, adequate and safe work environment for our colleagues in line with best practice (see Health & Safety Policy). devote their working time to the interests of TSC and not use work time to pursue personal interests or activities of any kind. observe all established policies, practices and control procedures set out in this Code of Business Conduct and within Colleague and Management Manuals, including but not limited to those relating to handling of money, security, colleague purchases, gifts and hospitality, health and safety and employment policies. take reasonable and safe measures to protect TSC cash, property and vehicles from theft, abuse or damage or other loss, albeit that colleagues should not put themselves at risk by doing so. 5
not discriminate, harass or victimise any other person and maintain an environment in which such activity is regarded as unacceptable (see Anti- Harassment Policy and Equal Opportunity Policy). use information systems strictly in accordance with the Regulations for the use of IT. claim only those expenses incurred in the course of legitimate business and that do not result in personal gain. treat all information relating to TSC, colleagues, customers and suppliers as confidential, unless the release of such information has been authorised by senior management and protect, access and process data in accordance with our Data Protection Policy. report any knowledge of, or request to become involved in or keep quiet about, any criminal activity against TSC to an appropriate manager or via the whistleblowing procedure (see Whistleblowing Policy). C. Our Communities TSC is a community-focused business. We have a significant role to play in the communities we serve. We work with corporate partners to support local events, local suppliers and the environment and actively support charities and other organisations within our communities both financially and with direct support and volunteering. TSC holds a position of political neutrality and as such will not engage in party political activity nor give support or funding to a political party, candidate or politician. comply with TSC s Donations, Sponsorships & Partnerships Policy. ensure that their own personal, political or other opinions are not misrepresented as those of TSC. ensure that they do not pursue personal or political activity in work time, nor display or distribute any material promoting such from our premises. Our colleagues are encouraged to: support local community initiatives and organisations and to actively participate in TSC volunteering arrangements. become an integral and active member of the local community in which they work. D. Our Suppliers TSC seeks to build partnerships with our suppliers, developing long-term relationships that are based on trust and are to our mutual advantage. We will 6
agree fair terms with suppliers at the commencement of business and comply with such terms thereafter. We require our suppliers to comply with this Code of Business Conduct and encourage them to share our values. In particular, all suppliers are required to comply with our Anti-bribery Policy and Gifts and Hospitality Policy. comply with our Anti-bribery Policy and Gifts and Hospitality Policy and to report any known non-compliance through appropriate channels. disclose any conflicts of interest which may exist between themselves or their immediate family (See Section 4 on Conflicts of Interest). E. The Environment TSC recognises that our business has an impact on the environment. We are determined to minimise the adverse effects of our activities to the maximum extent possible consistent with delivering our businesses. We also look to positively contribute to environmental improvement. We strive for continual improvements in areas such as reduced energy consumption, use of sustainable resources and green energy, minimising the use of packaging and maximising recycling and support local environmental groups and wildlife trusts to promote action against climate change and conservation of local areas of natural significance. comply with all policies and procedures in respect of waste disposal, recycling, packaging and other measures designed to protect the environment. 4. FRAUDULENT BEHAVIOUR The Board and Management of TSC are committed to the elimination of any fraud within the organisation and to the rigorous investigation of any such cases. There is an Anti fraud Policy that supports TSC s commitment to high legal, ethical and moral standards as set out in this Code of Business Conduct. The policy assists management and others to aid in the detection and investigation of fraud, theft, financial misreporting and other offences (See section 6.G.). not commit any theft, fraud or bribery and maintain an environment in which such activity is regarded as unacceptable. report any reasonable suspicions of theft, fraud or bribery using TSC s whistleblowing procedure (see Whistleblowing Policy). Our Managers, Team Leaders and Supervisors must additionally: 7
familiarise themselves with the types of improprieties that might be expected to occur within their business areas and be alert for any indications or irregularity. 5. CONFLICTS OF INTEREST TSC expects all colleagues to be open and honest about any circumstances that have the potential to be seen as a conflict of interest. To protect the reputation of the business, it is important that any personal interests you may have are fully disclosed in advance and do not improperly influence your actions and decisions. never do anything that conflicts with TSC s interests. never give or receive any form of bribe or other payment that could influence their involvement in a relationship between TSC and any individual or organisation. obtain the permission of their manager in order to work in a self-employed capacity or for any other organisation whilst also working for TSC. disclose any personal interest, or interest of a member of their immediate family (ie. partner/spouse, children, parents, siblings), in relation to TSC s business. inform their manager in writing of any potential conflicts of interest, and must seek clarification in cases of doubt conflicts of interest include directorships, significant shareholdings and employment of self or immediate family members in any business or undertaking which is in any way competitive with TSC, is either a significant provider of goods or service or a significant customer of the TSC Group of businesses. 6. CONTROL, FINANCIAL ISSUES & REPORTING TSC seeks to maintain the highest standards of control, accounting practice and governance. The Board of Directors of TSC have responsibility for determining matters of policy and strategy, with the guidance and advice of the Chief Executive and his Leadership Team and the Society Secretary. They receive appropriate and timely information from the Chief Executive and his Leadership team in order to monitor progress against strategic plans and targets. Directors are required to comply with the Code of Conduct issued by the Society relevant to the office they hold as per the Society s rules. TSC has in place effective corporate governance procedures in line with Co-operativeUK s Code of Best Practice on Corporate Governance, and effective internal controls and risk-management processes which are regularly reviewed by the Board to ensure their continued effectiveness. TSC produces financial reports that follow best practice and are reliable, accurate and timely. Members receive an annual report on TSC s economic, social and environmental performance in addition to a full statement on corporate governance arrangements. TSC has independent Internal and External Auditors appointed to review financial reporting and all internal control processes. Any practice they discover in the course of 8
their work which appears to breach this Code or any other policies or procedures will be reported to the Board of Directors. comply with all policies and procedures in respect of cash handling and financial reporting. report any reasonable suspicions of theft, fraud or other impropriety using TSC s whistleblowing procedure (see Whistleblowing Policy). Our Managers, Team Leaders and Supervisors must additionally: familiarise themselves with the types of improprieties that might be expected to occur within their business areas and be alert for any indications or irregularity. Ensure those working for them diligently apply internal control and accounting processes on a timely basis. 9