Worldwide code of employee and business conduct
Great companies and their employees know how to behave As one of the world’s leading consumer packaging companies, Rexam fully appreciates the need and importance of acting at all times with integrity and honesty. We seek to deal fairly and responsibly with those with whom we come into contact in the course of carrying on our business and who are affected by our business. Acting with integrity and honesty means that we must adhere to and support a sense of ethics and business conduct which places our dealings with one another and with our various stakeholders, above and beyond reproach. Every Rexam employee must understand clearly that our success and achievements depend on the value of our products, our services and our people. In keeping with the Rexam Way, our customers, competitors, suppliers and fellow employees must be able to trust that all of our actions and interactions will be guided by fairness, respect and integrity.
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This Code is intended to demonstrate Rexam’s commitment to
Whether or not expressly referred to in an employee’s terms
ethical business conduct, to complying with all relevant laws
and conditions it is an implied condition of their employment to
and regulations around the world and to show beyond doubt
know, understand and comply with this Code and the policies
that such conduct is a fundamental part of Rexam’s values and
and procedures which are relevant to the part of the Group’s
corporate culture. It is important that this Code is widely and
operations in which they are employed. It is the duty of every
consistently communicated to all Rexam employees. This Code
one of us to familiarise ourselves with the content of the Code
reflects and anticipates many of the principles detailed in the
and, where relevant to our role within Rexam, the detailed
policies and procedures that are already in place or may in the
policies and procedures that lie underneath, and to act
future be put in place throughout Rexam’s operations at Group,
accordingly. Our fellow employees, shareholders, customers,
Sector and individual business unit level. This Code does not
suppliers and other stakeholders expect no less from us.
repeat all of the detail that falls within such policies and procedures. Rather it serves as a baseline and introduction to such detail. Neither can this Code be expected to cover every
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circumstance that could conceivably arise; it should, however,
Chief Executive
give Rexam employees basic guidance as to how they should deal with a particular situation and most importantly where or to whom they should go in search of more detailed guidance and support.
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The Rexam Way All Rexam employees are familiar with the core values of The Rexam Way, which are the principles that guide us, express our beliefs and reflect our hopes for the kind of company we want to be. These core values are Continuous Improvement, Teamwork, Recognition, and, importantly, Trust. This Code is intended to be a reflection of and be consistent with The Rexam Way. The Rexam Way is an ideal vehicle for the continuous communication of a corporate code of conduct and the policies and procedures that fall underneath such code.
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Health, Safety and the Environment Rexam’s commitment is to ensure a safe working environment, which benefits our employees, customers, suppliers, contractors, shareholders, the communities in which we operate and all those affected by Rexam’s operations. This commitment includes ensuring that suitable measures are in place to prevent personal injury, illness or environmental incidents. We believe that good risk management practices and systems offer protection for all and make a positive contribution to the success of our business. Each of Rexam’s Sectors is required to develop Environmental, Health & Safety (EHS) arrangements in compliance with the Group’s EHS corporate expectations guidelines and policy. We all have a duty to take reasonable care for our own health and safety and for the health and safety of other people affected by our actions. We must all co-operate to enable all statutory duties to be complied with, in line with our aim of achieving excellence through continuous improvement.
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Employee Relationships
PICT
Rexam respects the rights and dignity of all its employees and will treat them fairly. We welcome and promote diversity in our workforce and will support implementation of The Rexam Way core values to develop our people and provide them with a challenging and rewarding workplace environment. Decisions regarding selection, terms of employment, advancement, retention and termination will be made without regard to race, religion, colour, national origin, age, sex, marital status, sexual orientation or physical or mental handicap (unless the handicap impairs the individual’s ability to do the job). Rexam employees are expected to treat each other with respect, fairness and dignity. Harassment, victimisation or bullying of any employee, for any reason, will not be tolerated. Rexam employees have an obligation to attend their place of work fully alert and able to perform their job. Drug and illegal substance abuse as well as alcohol abuse will be seen as a serious breach of this obligation as any such abuse may put the safety of that employee and other employees at risk as well as compromise their job performance and Rexam’s business interests.
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Compliance with Laws All Rexam Board members, officers, and employees are responsible for complying with the laws and regulations
PICT
applicable to their areas of responsibility. Employees should seek assistance from their managers or Rexam’s internal legal resources on matters of concern arising under this Code or any applicable laws, regulations, or any issues related to business ethics.
Corporate Governance The Rexam PLC Board of Directors and the Group’s senior management are responsible for the proper oversight of the Group’s activities. The Board considers that in addition to its role of providing leadership and developing a coherent long term strategy for the Group it has responsibility for supervising management, maintaining control of the Group’s assets and establishing high ethical standards of behaviour, together with developing robust corporate governance and risk management practices and procedures. 7
Contact with Competitors
PICT
Rexam recognises that open competition is of paramount importance in world economies and that most commercially developed countries have established competition or anti trust laws designed to protect and maintain competition within their relevant markets. These laws seek to curb restrictive businesses practices and unfair business dealings and Rexam is absolutely committed to compliance with all such competition and anti trust laws in all countries where we manufacture or sell our products. Our intent is at all times to compete in the marketplace on the basis of the highest ethical conduct, quality, reputation and price.
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Gifts, Entertainment and Sponsorship Rexam employees and their family members may not give or accept any gift, entertainment, transportation, sponsorship, charitable donation or other benefit which might be intended
PICT
or perceived as an attempt to improperly influence the business relationship between Rexam and any current or prospective supplier, customer or other party doing business with Rexam. However this prohibition is not intended to apply to any customary and reasonable business courtesies, including entertainment, token gifts, meals or transportation given or received in the normal course of business dealings.
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Dealing with Customers and Suppliers Rexam is committed to performance excellence in the development, manufacture and delivery of its products and to meeting and exceeding our customers’ expectations as we comply with our contractual obligations and high quality standards. We will select and treat our suppliers for products, materials and services impartially and without discrimination. Suppliers, and increasingly our whole supply chain, will be evaluated on the basis of quality, price, reputation, timing, performance, commitment, reliability and corporate responsibility. Every employee has an obligation to protect customer and supplier relationships by acting ethically and fairly.
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Political Contributions No contribution of Rexam funds, products, services or other resources is to be made to any political party or candidate unless such contribution is legal under applicable local laws and made with the express prior approval of the Rexam Board.
Payments No illegal or improper payments may be made to employees of Rexam’s suppliers, customers or competitors or to any government officials or employees. Any payments to government officials or employees that are legal and proper where made must conform to any applicable Rexam policies. Payments to consultants, distributors, agents or other intermediaries must be at prevailing customary rates in direct proportion to the services provided and for legitimate services provided.
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Conflicts of Interest All Rexam employees have an absolute duty to avoid any financial, business or other relationships which could conceivably conflict with the interests of Rexam or which might cause a conflict with the performance of their duties as a Rexam employee. Employees may not have any employment, consulting or other business relationship with a competitor, customer or supplier of Rexam. Any exception to this requires the prior written authorisation of an appropriate senior manager. Rexam employees should avoid having any financial interests in an outside concern doing business or competitive with Rexam, where such interests might influence adversely the employee’s responsibilities to Rexam. A Rexam employee should inform his manager in writing if the employee or a close family member owns or has a financial interest in a proposed transaction between Rexam and a third party, other than an investment in a publicly traded stock.
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Financial and Accounting Controls & Records All information about Rexam must be recorded and presented accurately, diligently and fairly, in accordance with good business practices, applicable accounting standards and local laws.
Preservation and Protection of Corporate Assets Every Rexam employee has the duty to preserve, protect and prevent the dissipation of Rexam’s assets, including its property, plant, equipment and monies, and is expected to use those assets appropriately. Procedures exist for the reporting of any suspected fraud, theft or abuse of assets by either an employee or any third party. (See separate section on reporting procedure.)
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Confidential Information and Trade Secrets Every Rexam employee has responsibility for protecting the Group’s confidential information. For these purposes, confidential information and trade secrets include any of Rexam’s non public, proprietary information and technology, financial, operating or strategic plans or data and any financial, commercial or technical information which is valuable to Rexam and may be valuable to a third party if they had access to it. To the extent an employee has access to confidential information and trade secrets, the employee should be careful about its use and vigilantly protect it from inadvertent disclosure. Employees should also ensure that they comply with Rexam’s obligations to maintain the confidentiality of information received from third parties.
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While Rexam employees should be aware of industry information freely available in the marketplace, they should not use any unethical, unlawful or improper means to obtain confidential or proprietary information from any competitor, supplier, customer or other third party.
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Record Retention As a matter of good business practice Rexam is required to retain its business records for reasonable time periods prior to their destruction and in order to comply with specific legal and regulatory requirements in this regard. This relates particularly to contractual documentation, tax, finance, accounting, employee, health & safety and the environment. Also, records and documentation pertinent to a particular investigation or legal dispute may not be destroyed once Rexam has notice of related pending litigation.
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Insider Information and Trading Employees may not buy or sell or transfer securities (either UK shares, US ADRs or other quoted instruments) of Rexam PLC or buy or sell any property or assets, on the basis of material non-public information acquired through employment at Rexam which may be share price sensitive. This also applies to the securities of other companies with whom Rexam may be dealing. Rexam employees may not provide such information to others for the purpose of financial gain.
Audit Rexam´s Audit Committee of the Board, independent auditors, Internal Audit, or the internal legal resources may from time to time perform independent reviews and conduct investigations as appropriate, to ensure compliance with this Code.
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Reporting Procedure and Disciplinary Action Rexam can only live up to the commitments contained in this Code if we all act with integrity and if we speak up, as individuals, when we should. If you are unsure of how to act or become aware of activities that are improper or possibly illegal, talk to your manager or supervisor or contact the most senior available member of either the Legal, Finance, or Human Resources department within your Sector. You may call and remain anonymous. In addition, you may send an anonymous letter to any of them or to either the Group Finance Director, the Group Director of Legal Affairs or the Head of Internal Audit, all of whom are based at Group headquarters at 4 Millbank, London, UK. Arrangements have been developed so that employees may contact an independent third party with any concerns that they may have regarding compliance with this Code or any Group policies or procedures. All employees should feel free to speak without fear of reprisal for doing so, and the Company shall take disciplinary action against anyone who harasses any employees for raising their concerns to the appropriate party. If you have any doubts, concerns, or 18
questions about any issues – don’t be afraid to ask. We must each be committed, in all of our daily actions, to be responsible, to be ethical, and to earn the trust of all with whom we deal. Violation of the Code is subject to disciplinary action, and may include reprimand, probation, suspension or termination of employement and legal action, as appropriate.
Implementation of this Code is every employee’s responsibility; acting with integrity and using sound business judgment will go a long way to assuring ethical behaviour. This Code and our compliance with it will do much to strengthen the Rexam culture and play its part in creating a “great” company which will stand out against its peers. 19
Rexam PLC 4 Millbank London SW1P 3XR United Kingdom Telephone: + 44 (0)20 7227 4100 www.rexam.com
This Code applies to all Rexam employees and is also a public statement for the benefit of all those who are involved with or affected by Rexam’s activities.