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Wolseley UK Code of Conduct


Doing the right thing

Wolseley UK expects the highest ethical standards from employees and other personnel in carrying out its business.


The purpose of this Code

  • Describes the principles by which Wolseley UK expects to conduct its business
  • Provides employees with guidance on the standards expected when conducting business on behalf of Wolseley UK

It is essential that everyone in Wolseley UK maintains its and Wolseley Group’s reputation for integrity. Everyone should act honestly, fairly and with transparency and should be loyal to Wolseley UK in the conduct of their work. They should not act in a manner which could discredit themselves or Wolseley UK or put themselves in a position which may result in a conflict of interest.

Wolseley UK respects the rule of law and requires all employees to conduct its business in a way that ensures compliance with the rules that apply to Wolseley UK and all our businesses.

Wolseley UK recognises that observing a local custom or practice may have a different effect to that envisaged by this Code. Local management’s advice should be sought in such cases to resolve the dilemma where individuals do not feel able to resolve it themselves.

Supporting Policies

A number of the principles in this Code are supported by more detailed policies to guide employees. For example, the Gifts and Hospitality principle is supported by the Theft, Fraud and Bribery Policy and managers’ guidance notes.

All employees are required to comply with Wolseley UK Policies.

Scope

This Code applies to all Wolseley UK employees, temporary personnel, agents and contractors.

We expect our suppliers to adhere to this Code or adopt similar ethical standards.

Breach of this Code

Any breach of this Code may be considered to be a disciplinary matter and could result in disciplinary action up to and including dismissal. It is therefore of critical importance that you read and understand this Code.


Key Principles

Compliance with the law
Wolseley UK’s businesses, employees and others to whom this Code applies must observe both the spirit and letter of the laws and regulations.

Bribery and corruption
Wolseley UK does not permit the bribery of any person involved in Wolseley UK business or any customer, supplier or business partner of Wolseley UK.

Fraud
Wolseley UK does not tolerate fraud.

Gifts and hospitality
No Wolseley UK employee or family member should accept or solicit or give (directly or indirectly) any improper gift or hospitality.

Confidential information
Wolseley UK’s trade secrets and other sensitive commercial information must be kept confidential.

Conflicts of interest
Wolseley UK’s employees and other personnel must avoid situations where personal interests could conflict, or appear to conflict, with Wolseley UK’s interests.

Customers and suppliers
Wolseley UK treats its customers and suppliers fairly. We expect the same standards of them as we expect from our employees.

Competitors
Wolseley UK’s businesses and employees must comply with all competition and anti-trust rules in the countries in which they operate.

Shareholders and other stakeholders
Wolseley UK is committed to high standards of corporate governance, transparency and responsibility.

Health and safety
Wolseley UK will provide a safe and healthy working environment and does not compromise the health or safety of any individual.

Environment
Wolseley UK will run efficient operations that minimise waste and reduce any negative effect of its business activities on the environment. We will promote sustainable development.

Employees
Wolseley UK values its employees and their diversity. We will develop our people and reward them fairly.


Guidance

Many business decisions may involve ethical dilemmas. This Code cannot address every possible situation. It is very important that employees recognise when they are in a difficult ethical situation and that they seek assistance as appropriate.

The principles in this Code are intended to help guide you in the normal course of your work but they are no substitute for common sense and proper internal consultation.

If you find yourself in a situation where you are unsure of the right course of action to take, you may find it helpful to ask yourself the following questions:

  • Is it legal?
  • Is it ethical?
  • Is it consistent with Wolseley UK policies and this Code of Conduct?
  • Can I explain it to my family and friends?
  • Would I feel comfortable if it appeared in a newspaper?

How to ask a question or raise a concern
If you still find that you do not know the right course of action to take, if you suspect someone else of acting contrary to this Code, or if you do not understand anything contained in this Code, please speak with one of the following:

  • Your manager in the first instance
  • Human Resources department
  • Legal department.

Never hesitate to ask questions, raise concerns, or seek the guidance you need. Wolseley UK will not tolerate any retaliation or discrimination against anyone who has reported a concern in good faith.


Compliance with the Law

Wolseley UK’s businesses, employees and others to whom this Code applies must observe both the spirit and letter of the laws and regulations.

Guidance

  • The laws and regulations that apply to Wolseley UK’s business are numerous and often complex
  • If you have any doubt whether your conduct – or the conduct of a colleague or your business unit – complies with the law, guidance should be sought from your manager, Human Resources department or your Legal department
  • You should immediately bring to your manager’s attention any request that you think may be illegal or in violation of this Code. It is Wolseley UK’s policy that employees who raise such concerns in good faith shall not suffer from any form of retaliation.


Theft, Fraud and Bribery

Wolseley UK does not permit the bribery of any person involved in the Company’s business or any customer, supplier or business partner of Wolseley UK.

Guidance
You must not, directly or indirectly, authorise, offer, promise, pay or give a:

• Bribe
A bribe is a reward, advantage or benefit made in order to influence and/or secure an improper advantage. The amount of the bribe offered or paid is irrelevant and it need not actually be paid

Kickback
A kickback (e.g. the payment or receipt of a payment in return for securing a contract) is a form of bribe

Facilitating payment
A facilitating payment is a relatively small payment or gift to an official or government employee made to expedite routine services or administrative actions to which the company would already be entitled. Such payments should not be made in any circumstances

Excessive hospitality
In some circumstances, excessive hospitality can be seen as either giving or receiving a bribe. Such hospitality can include gifts, entertainment, invitations to events (for example sporting events) or other social activities.


Fraud

Wolseley UK does not tolerate fraud.

Guidance
All staff have a responsibility to be alert to the signs of fraud and to report suspected fraud.

Wolseley UK defines fraud as any intentional act committed to secure an unfair or unlawful gain. This includes:

  • Fraudulent financial reporting (such as manipulation of vendor rebates, false sales, delaying or avoiding expenses)
  • Misappropriation of assets (examples include fraudulent expense claims, burglary and property damage, misuse of customer accounts or customer data)
  • Theft
  • Bribery or corruption
  • Concealing a conflict of interest

Wolseley UK is committed to the prevention, detection and proper investigation of fraud.

Wolseley UK will respond to all incidents of fraud, seeking to recover loss, taking action against those who perpetrate fraud and reporting incidents to the authorities as appropriate. This may lead to prosecution or to disciplinary sanctions up to and including dismissal.

Wolseley UK will implement a fraud risk management framework that is appropriate for the size and complexity of the fraud risks that are faced.

We expect our business partners to uphold similar principles for fraud risk management.


Gifts and Hospitality

No Wolseley UK employee or family member should accept or solicit or give (directly or indirectly) any improper gift or hospitality.

Guidance

  • Accepting hospitality from, or providing entertainment to, third parties is acceptable if it is reasonably related to a clear business purpose and is modest
  • It is recognised that the giving and receiving of business gifts is an integral part of the way in which some businesses operate
  • You should be mindful that the donation or receipt of gifts, hospitality or favours may give rise to embarrassing situations and may be seen as improper inducement to give some concession in return to the donor
  • The following principles should be observed:
    • The giving or receiving of gifts or hospitality should remain appropriate to the business and should be modest. It is almost always inappropriate at the initial stages of a relationship
    • Employees must obtain the consent of their manager before giving or accepting gifts or hospitality in accordance with the rules set out in the Theft, Fraud and Bribery Policy
    • Gifts, favours or hospitality should never be solicited
    • Gifts of money should never be offered or accepted
    • When being offered a gift or entertainment, a good test as to whether it is acceptable is whether or not you would be able to, or would feel obliged to, reciprocate.

For the purposes of this Code, hospitality and gifts can include travel, accommodation, social or sporting events or other benefits received or given in the context of providing or receiving gifts and hospitality.

A register of gifts and hospitality should be kept by every Wolseley UK business unit.


Confidential Information

Wolseley UK’s trade secrets and other sensitive commercial information must be kept confidential.

Guidance

Commercial information

  • Confidential information should not be used for personal gain. You should treat email with the same confidentiality as other forms of communication
  • Dissemination and disclosure of commercial information must be dealt with in accordance with the Wolseley Group Corporate Communications Code and in compliance with competition and anti-trust laws
  • The obligation of confidentiality extends to periods after you cease to work for Wolseley UK and includes the disclosure of information to others.

Price sensitive information

  • Information will be price sensitive if it is of a precise nature that is not generally available, relates directly to Wolseley UK and the Wolseley Group and its release into the public domain would be sufficiently significant to affect Wolseley plc’s share price
  • Information which is ‘price sensitive’ or ‘inside’ information may only be released in accordance with the Wolseley Group Corporate Communications Code
  • The use of price sensitive information for personal gain or to avoid a loss is unlawful. Wolseley plc has a Code of Dealing which details when affected employees may purchase, sell or otherwise deal in Wolseley plc’s shares or other securities. Affected employees should observe the Wolseley Group Code of Dealing at all times.

Social media

  • It is possible you may use social media for work purposes (e.g. LinkedIn) or for personal use outside of work (e.g. social networking sites such as Facebook and YouTube or discussion forums). Any social media use should be respectful to Wolseley UK and to the Wolseley Group, its employees, practices and associated companies. Usage should be relevant, protective of the Wolseley UK and Wolseley Group’s reputation and should follow the letter and spirit of the law
  • When using social media you must not disclose confidential information (including price sensitive information). You should also be mindful of protecting yourself and your own privacy.

Data protection

  • You must only collect and retain personal data for legitimate commercial purposes. You must respect the privacy of personal data relating to employees, customers and suppliers
  • Wolseley UK must ensure that its data and information systems comply with data protection laws.


Conflicts of Interest

Wolseley UK employees and other personnel must avoid situations where personal interests could conflict, or appear to conflict, with Wolseley UK’s interests.

Guidance

  • Conflicts of interest arise where a person’s position or responsibilities within their business unit present an opportunity for personal gain above the normal rewards of employment
  • They can also arise where personal interests are inconsistent with those of their employer or create conflicting loyalties in respect of transactions between their employer and a third party
  • You must not be involved with an activity for personal gain which is in conflict with Wolseley UK’s business interests. Any of your personal interests or the interests of a member of your immediate family in relation to Wolseley UK’s business must be disclosed to your manager immediately
  • You must not work simultaneously for any of Wolseley UK’s competitors, customers or suppliers. If you are unsure as to whether a conflict of interest exists, please seek advice from your manager, Human Resources department or Legal department

All such transactions are considered to be Related Party Transactions and should be disclosed in accordance with Wolseley UK policies.

Accepting gifts, hospitality or entertainment may in some circumstances lead to an impairment of a person’s judgement or independence, or be open to misinterpretation.


Customers and Suppliers

Wolseley UK treats its customers and suppliers fairly. We expect the same standards of them as we expect from our employees.

Guidance
Wolseley UK’s reputation and the loyalty of our customers depends upon the quality and value of our products and the service we deliver. The integrity of our dealings with customers and suppliers is therefore critical to the long-term success of Wolseley UK.

We will pay our suppliers, contractors and agents in accordance with agreed terms.

We expect our suppliers, contractors and agents to adhere to this Code or adopt similar ethical standards.


Competitors

All of Wolseley’s businesses and employees must comply with all competition and anti-trust rules in the countries in which they operate.

Guidance

  • Wolseley UK welcomes and encourages free and open competition in the marketplace
  • Wolseley UK businesses will compete vigorously but fairly and legally
  • Each business unit should have a formal process of educating its management on the competition and anti-trust laws of the UK with regular reviews to ensure that management teams keep their knowledge up to date. This is supported by training where appropriate.


Shareholders and other Stakeholders

Wolseley is committed to high standards of corporate governance, transparency and responsibility.

Guidance
Wolseley UK engages actively and constructively with all who are interested in the success of its business. We have regular and open dialogue with our customers, suppliers, employees, shareholders, analysts, governmental and regulatory agencies, non-governmental organisations, trade associations and groups promoting improvement in society and the environment, as well as educational organisations.

Political donations
Wolseley UK will not contribute to party political organisations.


Health and Safety

Wolseley UK will provide a safe and healthy working environment and does not compromise the health or safety of any individual.

Guidance

  • Wolseley UK’s aim is to create an accident-free workplace and we are committed to continual improvement in health and safety performance throughout our operations
  • Wolseley UK has high standards of care for the safety of our people, products and operations and for the environment in which our people work
  • Wolseley UK will provide the necessary training and resources to allow for the safe performance of day-to-day activities
  • Every Wolseley UK employee has a legal duty to look after their own health, safety and welfare and that of those around them
  • Effective safety management requires the active involvement of every employee.


Environment

Wolseley UK will run efficient operations that minimise waste and reduce any negative effect of its business activities on the environment. We will promote sustainable development. We have set challenging targets in the key areas of waste, energy, water and timber.

Guidance

Wolseley UK will:

  • Prevent, or otherwise minimise, any harmful effects of its operations on the natural environment
  • Continually look for ways to reduce the environmental impact of our operations and products
  • Provide information and advice to our customers regarding sustainable and renewable products and supply such products where appropriate
  • Encourage all employees to conduct their work with regard to the highest environmental practices and minimise the waste of natural resources.