Woolworths Group plc - Code of Conduct

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1. Introduction

We have adopted a Code of Conduct that defines Woolworths Group’s minimum standards for ethical business practice. It applies to all employees of companies within Woolworths Group plc, whether established or on temporary contracts. Consultants or agents who are retained to represent the Woolworths Group are also required to conform to the relevant sections of this Code.

There are a number of basic principles that should guide everything that we do. These are:-

	·	be truthful and fair in all aspects of our business;
	·	abide by the law;
	·	uphold our good reputation with customers and business partners;
	·	encourage mutual respect, openness and integrity in the workplace;

These are the ethical principles on which this Code has been based.

Where you are faced with an ethical decision that is not specifically covered by this Code or by these basic principles, you must seek the advice of your line manager.

Each Group Operating Company will have its own polices which relate to some of the subject matter of this Code. Whilst these will not conflict with the spirit of this Code, please also make yourself aware of these policies and be sure to abide by them.

If you are concerned about possible breaches of this Code or other areas of business practice, then you should report any malpractice or illegal acts or omissions immediately using the designated process in your company. These breaches could be by your peers, ex-colleagues or those in more senior positions in the company.

Any breach of this Code could have serious consequences for the Group and may result in disciplinary action being taken, up to and including dismissal.

2. Ethical Conduct

2.1 Conflicts of Interest

All employees should avoid any real or apparent conflict between their personal interests and those of the Group. A conflict of interest would arise, for instance, if any employee:

	·	placed a contract on behalf of a Group company with a supplier who was managed by a close friend or family member;
	·	worked as a consultant in a private capacity for a supplier or material trade customer of a Group company; or
	·	carried on a business in their own time of a similar nature to their own work in the Group.
	·	Offered a job to a member of their family.
	·	Sought personal gain to the detriment or prejudice of a Group company in business or private dealings.

The above provides some examples of conflicts of interest but is not intended to be an exhaustive list. Other conduct of a similar nature would also be construed as being in conflict with the interests of the Group.

If a genuinely unavoidable conflict of interest should arise, this must be declared in writing to your Director for approval.

All Directors and senior employees need the written consent of their Managing Director before they engage in any other business activity, whether or not they benefit financially from them. The same approval is necessary where such a person wishes to have a financial interest in any business activity other than in a quoted or listed company. If you are already involved in such an activity or if you already have such a financial interest when you join the Group, you will still need the same approval. Where such written approval has been given the employee is responsible for confirming that that one copy is placed on their personnel file and that a second copy is deposited centrally with the designated company officer (normally the Company Secretary or Internal Auditor).

All Managers, but particularly Senior Managers, should consider before making any investment whether they have a conflict of interest if they are to invest in a quoted or listed company which is a major supplier or substantially dependant supplier to, or competes with, any business of a Group company. In any event they must disclose any such investment to their Manager prior to it being made and, if they have already invested in such a company, on joining the Group.

Conflicts of interest may also arise through spouses, partners, children and family trusts. You should take reasonable measures to ensure that they are made aware of and comply with these requirements.

2.2 Confidentiality

Information about the Group, which is not publicly available, must be handled with discretion and must not be given to others unless they are employees who need to know it in order to do their job or are third parties who the Group has authorised to receive it. Except for our professional advisers, confidential information should normally only be disclosed where an agreement is in place under which the recipient agrees to preserve the confidentiality of the information. Confidential information may only ever be disclosed or used where this is believed to be for the benefit of the Group. Among other things, any unauthorised disclosure could place the Group at an actual or potential commercial disadvantage, may result in the summary dismissal or other disciplining of the individual concerned and could constitute a serious breach of the criminal law.

In order to safeguard the Group from legal risk, no confidential information should be obtained from a third party without an appropriate written agreement with the information provider. Information concerning competitors will be accepted only where there is reasonable belief that both receipt and use of the information is lawful.
No offer of employment shall be made to any person in the expectation of obtaining that person’s specific knowledge of a former employer’s confidential information, nor shall any new employee be placed in a position that would lead them to disclose or make improper use of a former employer’s confidential information.

3. Market Abuse

The use of inside or unpublished information about the Woolworths Group (or any of its companies) in buying or selling Woolworths Group plc shares is strictly forbidden.

It is a criminal offence to deal in those shares in such circumstances. Explicit rules are contained in Financial Services and Markets Act 2000, which supplements other existing insider dealing laws. Woolworths Group plc fully endorses and adopts the code and expects you to comply with it. You can access it in full at the following website: www.fsa.gov.uk/marketconduct .

3.1 What is the relevance for Woolworths Group plc?

Effectively, everyone should be aware that:

	1.	New penalties exist for misuse of information in the financial markets or for causing false or misleading impressions in those markets or for distorting the markets. Importantly it is your behaviour alone that will be judged. There will be no need to prove that you intended abuse. The new regime also applies if you encourage another to behave in a way constituting abuse.
	2.	The penalties for market abuse include the ability to levy unlimited fines against you personally as well as against the company.

3.2 Examples of abuse

Misuse of Information

A person learns from his friend that the friend’s wife’s company is about to be the subject of a takeover offer from another company. Accordingly, the person buys shares in the wife’s company in anticipation of making a profit on the rise in the share price once the takeover is announced.

Creating a false or misleading impression

Many people post messages on Internet bulletin boards outlining the benefits of investing in a number of companies. If these contain untrue statements about the companies’ activities or profitability, they may create a false or misleading impression. The most obvious example is where an individual buys shares in the companies, posts untrue messages and then, when unwary investors buy the shares (driving the price higher), the person who posted the messages sells at profit, prompting the price to collapse. Innocent investors who act on the basis that the messages are accurate often lose money on their investment.

3.3 How do we comply with the Code?

No person (other than an authorised person, like a banker or our brokers) may in the course of business communicate an invitation or inducement to engage in investment activity. You should therefore be vigilant to ensure that neither you nor your reports publish or otherwise communicate matters, which could be seen as an inducement to deal in Woolworths Group plc shares.

Please also note that:

	1.	Authorised persons (like a banker or our brokers) cannot approve real-time communications and, although certain exemptions apply, even greater care should be taken when talking to individual analysts or other investment professionals.
	2.	Dealing with analysts and the Financial Press should be restricted to the Chairman and the Group Finance Director.
	3.	When preparing Trading Statements or Results Announcements, detailed back-up, in the form of working papers or third party supporting material should be retained and clearly cross referenced to support each element of the statement or announcement.

As with any new legislation there are grey areas and question marks as to how the law will be enforced in practice. Please always err on the side of caution and if in doubt refer to the Group Company Secretariat.

4. Buying / Selling Woolworths Group plc Shares

Any dealings in Woolworths Group plc shares by any relevant employee (see definition below) requires the permission of your Company Secretary, who will then pass the request to the Group Company Secretary for final clearance. Approval may be withheld to protect the Group or its employees.

The Stock Exchange Code of Practice overrides this Code and contains restrictions on dealing in Woolworths shares by certain third parties (for example spouses and family trusts) who are connected with relevant employees.

A relevant employee for this purpose is a Controller, a Director ‘Of’ or a Director, including similar grades across the operating companies and any other employee so designated from time to time. If in doubt, you should consult your Manager or the Company Secretary.

The “Model Code” issued by the UK Listing Authority as part of The Listing Rules contains restrictions on dealing in shares by certain third parties (for example spouses and family trusts) who are connected with relevant employees. The provisions of the Model Code supplement our own Code of Conduct and any breach of the Model Code will be regarded as a breach of this Code.

The use of inside or unpublished information about Woolworths Group plc or any other Group company in buying or selling Woolworths Group's shares is strictly forbidden. Insider information also applies to information obtained in respect of any other listed company with whom the Group conducts business.

It is a criminal offence in the UK and in a number of other countries to deal in those shares when in possession of insider information. It is also an offence to communicate insider information to others with the expectation that they would deal in the shares of the company concerned.

Any dealings in Woolworths Group shares by any relevant employee requires the permission of your Company Secretary or equivalent designated legal officer, who will clear the request with Woolworths Group plc. Approval may be withheld to protect the Group or its employees.

4.1 Dealings by Directors and Relevant Employees

	1.	A director/relevant employee must not deal in any securities of the listed company on consideration of a short term nature.
	2.	A director must not deal in any securities of the listed company during a “close period”. A close period is:
		Where the company reports on a quarterly basis, as is the case with Woolworths Group plc, the period of one month immediately preceding the announcement of the quarterly results.
	3.	A director/relevant employee must not deal in any securities of the listed company at any time when he is in possession of unpublished price sensitive information in relation to those securities, or otherwise where clearance to deal has not been given.
	4.	A director/relevant employee must not deal in any securities of the listed company during an open period (i.e. not closed) without advising your Company Secretary in advance and receiving clearance.
	5.	A written record will be maintained by the company of any clearance given. Written confirmation from the Company that clearance (if any) have been recorded will be given to the employee concerned.

5. Relationships

5.1 Customer Relations

We are committed to providing customers with accurate information on which they can make an informed decision.

Repeat purchases by our customers depends upon them receiving a high level of service. You should be responsive to their enquiries and ensure that they are not misled when you are providing information.

Making deceptive or misleading statements is prohibited.

5.2 Supplier Relationships

We will comply with the laws of all the countries where we do business.

Group companies deal with a wide range of suppliers of goods and services. They include professional advisers and consultants. All suppliers are an important resource and should be treated with fairness at all times. Procurement decisions should be made on the basis of quality, service, price, delivery, best value and other similar factors. You should observe legal and ethical standards in all your dealings with suppliers. Any corrupt or improper behaviour in dealings with suppliers is prohibited.

It is our intention only to source from suppliers who can satisfy our standards with regards to labour and welfare conditions, health and safety and environmental management or who have given a commitment to achieve these standards within an agreed time-frame.

5.3 Special Payments, Gifts and Business Hospitality

We will never engage in bribery. We will abide by the Foreign Corrupt Practices Act (“FCPA”) and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (“OECD Convention”). Any consultants or agents who are retained to act on behalf of a Group company must also agree to abide by the FCPA/OECD Convention and should not be engaged without a formal written agreement that has been approved by the Company Secretary or equivalent legal officer.

Only legitimate payments may be made by Group companies and these must be properly recorded in the accounts.

The Group does not encourage the practice of giving or receiving gifts, even if they are only of a nominal value. However, the acceptance or giving of gifts may be approved in writing by your Director only if it is customary, reasonable and ethical to do so, is not intended to gain unfair business advantage, does not violate any law, and is properly accounted for.

Gifts should never be capable of being seen as an improper inducement. They should not be solicited and employees should avoid a pattern of accepting frequent gifts or hospitality from the same persons or companies.

Before accepting any level of hospitality beyond lunch or dinner, the express approval of a Director should be obtained in writing. He or she will need to be satisfied that the hospitality is for the benefit of the Group’s business and does not unfairly prejudice other suppliers.

5.4 Competitor Relationships

The aim of all Group companies is to compete vigorously in the marketplace. Collusion with competitors is prohibited. Such behaviour may contravene competition laws and have serious consequences for the Group. All Group companies will comply with the laws governing free and fair competition.

It is prohibited to attempt to restrict competition by:

	·	inducing a customer or competitor to breach a contract with a third party;
	·	obtaining unauthorised access to confidential information;
	·	securing an unfair competitive advantage;
	·	operating illegal price fixing agreements; or
	·	undertaking activities which could damage the Group’s reputation.

You should be scrupulous in observing legal and ethical standards in seeking information about our competitors. There are accepted means for obtaining such information. If in doubt you should consult your Manager.

5.5 Media Contact

All enquiries from the national and financial press, or personal interviews and all requests for information on trading, profit targets and legal issues should be cleared with the Corporate Centre or in accordance with the Group’s procedures as operated from time to time. Approval will only be given where this is in keeping with the communications’ objectives of the Group.

Employees must not make public statements regarding issues or matters about which they are not an authorised spokesperson or which could adversely reflect upon the Group. Any unauthorised disclosure of confidential information regarding the Group to the media is a serious disciplinary offence and could result in summary dismissal.

6. Control and Finance

6.1 Proper Use of Funds

We rely on our employees to maintain accurate books and records, adhering to the highest standards of honesty. The funds and assets of all Group companies will be utilised solely for lawful and proper business purpose and all transactions involving such funds or assets shall be correctly described and properly authorised.

6.2 Use of Group Resources

In general, employees are not authorised to use Group resources for personal purposes. A concession may be made for the occasional use of equipment such as telephones, photocopiers and computers if there is no realistic alternative at that time and provided that:

	·	it results in no more than minimal additional cost to the Group;
	·	is not illegal or in breach of other policies;
	·	is not of an unreasonable duration or frequency;
	·	does not interfere with the performance of Group business; and
	·	does not cause embarrassment to the Group.

Any abuse of this concession may result in its withdrawal and disciplinary action being taken against those concerned.

6.3 Use of Computer Facilities

We will respect the copyright of all computer software that we use and will strictly adhere to all relevant laws and regulations regarding the use and copying of such software.

Within Woolworths plc only the MIS Department is authorised to purchase and install software (of any kind).

Employees must exercise the same care, caution and etiquette in sending e-mail messages as they would in normal written business communications. We will not tolerate abusive or unprofessional e-mail.

Employees must not abuse access to the Internet for personal or improper purposes.

6.4 Monitoring of Group communications facilities

Employees’ usage of Group telephony, e-mail and Internet facilities will be subject to monitoring in conformance with lawful best practice and evidence of abuse will result in disciplinary action.

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