ethicscode eng tcm92-13314

8/13/2019 Ethicscode Eng Tcm92-13314

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Global Code of Business Ethics


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Introducing the CodeForeword 01Introduction 02 Working together1.1 Diversity, discrimination and harassment 081.2 Performance and opportunity 121.3 Engagement and representation 161.4 Privacy and confidentiality 18 Conducting our business

2.1 Competition 242.2 Anti-bribery and corruption 262.3 Gifts and hospitality 302.4 Export control 342.5 Dealing fairly with our customers 362.6 Dealing fairly with our suppliers 382.7 Dealing fairly with our joint ventures 41 Running our company3.1 Corporate governance 443.2 Accuracy and integrity in business records 463.3 Avoiding conflicts of interest 503.4 Safeguarding our assets 543.5 Sustaining our reputation 58 Health, safety and environment4.1 Healthy and safe working 644.2 Our products and operations 68 Working within our communities5.1 Working within our communities 72

Applying this Code6.1 Asking questions and seeking help 786.2 Reporting unethical behaviour 806.3 Identifying ethical dilemmas 836.4 Resolving ethical dilemmas 856.5 Ethics and compliance programme 896.6 Code applicability 916.7 Rolls-Royce global policies 93

Detailed index

95

Contents

1.0

2.0

3.0

4.0

5.0

6.0


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01Introducing the Code

Foreword Rolls-Royce has a long history of conducting businessresponsibly and ethically, of which we should all be proud. This has played a key part in helping us develop thesuccessful, global business you see today.

We all wish to maintain our reputation as a trusted and

respected power systems company. We must thereforecontinue to live up to the high ethical standards we haveset ourselves and comply fully with all relevant laws andregulations wherever we operate.

Our corporate values are integrity, reliability and innovation.Acting with integrity is at the heart of the way we operateand behave in all our business dealings. This updated versionof the Rolls-Royce Global Code of Business Ethics reaffirmsour commitment to act with integrity and has been designed

to give you practical guidance and provide help to deal withany ethical dilemmas you may face.

We are very committed to ensuring that all Rolls-Royceemployees understand and behave according to theCode, a commitment we share with the Board and theGroup Executive. We believe that each of us has a personalresponsibility to act according to its principles. In addition,it is vital that our managers create an open workingenvironment in which everyone can ask questions or express

concerns without fear of reprisal. That is why this Code is at the heart of an ethics programmethat provides training, information and a variety of routes forreporting our concerns. Through this programme, we willprovide every Rolls-Royce employee with ethics awarenesstraining, and will embed ethical principles into the companyso they become part of everything we do.

We cannot stress enough the importance of ethical

behaviour to the reputation and continued success ofRolls-Royce, which by any measure, is a brand that standsfor integrity, excellence and the highest ethical standards.Working together, we are confident that we can build on ourexcellent record to set industry-leading standards of ethicalbusiness conduct.

Sir John RoseChief Executive

Whatever isrightly done,however humble,is noble. Sir Henry Royce

Simon RobertsonChairman


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02 Introducing the Code

Why we have this Code The long-term success and prosperity of Rolls-Roycedepends on each of us conducting our business in linewith the highest ethical standards and applicable laws,whatever our job or location.

The Global Code of Business Ethics (the Code) sets outour commitment to these principles. It is also designed tohelp you resolve any ethical issues or dilemmas you mayencounter in the course of your work.

In this Code you will find:

the principles that underpin the way in which weconduct our business;

ethical dilemma scenarios to help illustrate them; and

guidance for all Rolls-Royce employees and managers.

Introduction


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ResponsibilitiesWe are all expected to take personal responsibility forensuring that our behaviour is consistent with this Code.Rolls-Royce has a responsibility to provide appropriatetraining and support to enable us to do so.

You must read and understand the principles andguidelines set out in this Code, together with the laws andRolls-Royce policies and standards, that apply to your joband ensure that you comply with them at all times.

If you are a manager, you have a responsibility to:

lead by example and display high ethical values andintegrity at all times;

create an environment in which members of your team

feel confident and able to raise ethical issues; and ensure that any ethical concerns that are raised are

taken seriously and followed up appropriately.

For the purposes ofthis Code, manageris used to refer toall directors, seniormanagers, managersand others who haveline responsibility foremployees.


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04 Introducing the Code

It is not possible for this Code to be exhaustive and setout every legal or company requirement, therefore youshould seek advice wherever you are unclear on a matterand exercise sensible personal judgement in line with thisCodes general principles. Chapter 6.1, Asking questionsand seeking help , suggests sources of advice.

Compliance with this Code

Violation of this Code is not acceptable and may resultin disciplinary action, up to and including dismissal,being taken.

Introduction continued


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Q:My manager has asked me to do something that I feelmay have ethical implications. What should I do?

A: This Code defines our commitment to conducting ourbusiness with the highest integrity. You should speak upabout your concerns at the earliest opportunity.

Rolls-Royce promotes a culture in which individuals canraise and discuss ethical issues openly. The company willsupport anyone who raises an ethical concern. Chapter 6.0,Applying this Code, outlines who to go to for support andhow to deal with suspected unethical behaviour.


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6 Section title to run here

1.0 Working together

This section outlines the commitment ofRolls-Royce to: promoting a diverse and inclusive work

place in which every individual feelsrespected, valued and able to reach theirfull potential;

engaging with its employees; and protecting the privacy and

confidentiality of its people.


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7Section title to run here


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08 Working together

PrinciplesWe treat each other openly, honestly and courteously.

We do not tolerate bullying or harassment of any kindunder any circumstances.

We encourage employees to speak up about anyinstances of bullying or harassment which theyexperience or observe.

We promote diversity and equality and provide equalopportunities for all employees in a workplace free fromunlawful discrimination.

We appreciate employees commitments outside of theworkplace and support our employees in achieving abalance between work and home life.

We will:

treat everyone we meet in the course of our businesswith consideration and respect (for example, jobapplicants, employees, customers, visitors and suppliers);

speak up if we witness, or are aware of, any behaviourwhich we believe constitutes bullying or harassment; and

support Rolls-Royce to investigate and eliminate suchbehaviours.

Diversity, discrimination and harassment1.1

For further informationrefer to the Global Policyfor Diversity and Equalityof Opportunity (see

Chapter 6.7, Rolls-Royceglobal policies).


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09Working together

We will not: behave in a manner that is bullying, intimidating,

offensive or malicious;

make jokes which are discriminatory or inappropriate; and

engage in sexual harassment including unwelcomephysical contact, expressions, gestures, comments orinvitations.


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11Working together

Q:Members of my team make jokes about my racialbackground. If I object, they say I am being over-sensitive. Should I just ignore it?

A:No. First you should talk to your manager or arepresentative of the HR function about it. All allegations

will be taken seriously and appropriate action will betaken. If you feel your case is not being treated properly,you can also contact the Ethics Reporting Line(see Chapter 6.2, Reporting unethical behaviour).


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12 Working together

Performance and opportunity1.2

For further informationrefer to the EmployeeDevelopment Policy(see Chapter 6.7,Rolls-Royce globalpolicies).

PrinciplesOur remuneration policy seeks to reward our employeesfairly and takes account of individual contributions to theperformance of the businesses.

We apply performance targets in a fair and consistentmanner.

We regularly review the performance of our people and

provide constructive feedback. We invest in training, education and development to

improve the skills of our employees and the capabilityof the business.


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13Working together

We will: perform our jobs to the best of our abilities.

Additionally, managers are expected to:

provide regular and constructive feedback on theperformance of their teams; and

support and promote the development of their staff.


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14 Working together

Performance and opportunity continued1.2

Q:My team members responsibility as a mother isbound to affect her performance at work. Whenconsidering candidates for a promotion, can I takethis into account?

A:No. All employment-related decisions must be based

entirely on merit and the individual circumstances ofthe job. Decisions based on assumptions in the mannerdescribed are inappropriate.

Q:I am concerned that my business will not meet itstargets this quarter and am therefore putting myteam under considerable pressure. Am I right to

leave them in no doubt that their performanceneeds to improve?

A:It is part of your responsibility to set challenging targetsand to seek to improve your teams performance.However, Rolls-Royce does not support an intimidating orbullying style of management. You should try to analyse

and discuss with your team all the factors that may behindering them, and if team members arent performingas expected, manage their performance according tocompany guidelines. There are company courses that candevelop your skills in this area (see Chapter 6.1, Askingquestions and seeking help).

For further informationabout performancemanagement talk to arepresentative of theHR function.


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15Working together

Q:I have been in my role for 18 months now and havenot had a performance review during this time. Everytime I raise it with my manager he says that he is toobusy. What should I do?

A: This is not acceptable. Your manager has a responsibility

to provide feedback and to support your development.You should speak to your HR representative to ensure thata formal performance development review is carried out.


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16 Working together

Engagement and representation1.3

Principles We encourage our employees to become investors in

the company.

We seek to engage and involve employees in improvingthe business and encourage regular employee feedback.

We aim to foster effective dialogue with employees andtheir representatives on business and work issues.

We believe that the decision on whether or not to joina trade union is a matter for the individual. We observethe relevant processes and legal requirements regardingcollective representation and consultation in thecountries in which we operate.

We operate procedures to ensure that disputes areresolved fairly.


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17Working together

Q:A member of my team has a complaint whatshould I do?

A:Complaints and grievances should be resolved at theearliest opportunity. Wherever possible the resolutionshould come from discussion with you. If a resolutioncannot be reached then the appropriate procedures mustbe used. Contact your local HR team who will advise youhow to proceed.

Additionally, managers are expected to: provide regular updates to their teams on the

performance of the company and their department; and

give consideration to the effect on employees of anydecision or action they may take.

Rolls-Royce has a Global Council that covers all employees

in the company. The Council shares information andenables consultation on group-wide matters affecting theglobal business and its employees.


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18 Working together

Principles Rolls-Royce respects the personal privacy of its

employees in accordance with applicable laws.

We only collect and process personal information inaccordance with applicable laws in the countries inwhich we operate in order to meet necessary businessneeds and legal requirements.

We all have a personal responsibility to keep personalinformation secure and observe individual privacy.

Privacy and confidentiality1.4


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19Working together

We will: only create, save, hold and transfer personal information

in accordance with applicable personal information/dataprotection legislation; and

speak up if we have any concerns about how personalinformation is secured or processed in the area of thebusiness in which we work.

We will not:

disclose personal information to anyone inside oroutside the organisation without valid business reason,appropriate authorisation or unless legally required; or

seek to access personal information for which we do nothave authorisation or an appropriate lawful reason.

For further informationrefer to the Group ITpolicies (see Chapter6.7, Rolls-Royce globalpolicies).


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20 Working together

Additionally, managers are expected to: set an example by managing personal information

according to the applicable laws;

limit access to personal information to those that havelawful reason to access it; and

make sure that their team is aware of and completes theappropriate information protection training programme.

Information privacy laws vary in the countries in whichwe operate and are often very broad in their definitionsof personal information. Dont guess if youre notsure speak to your local legal representative or the DataProtection Manager.

While the company respects employees privacy, the use

of the internet and intranet, email and other companycommunications systems is not private to the employee. The company may periodically review messages forsecurity and other business purposes in accordance withapplicable laws and regulations.

Privacy and confidentiality continued1.4

For further informationrefer to the Group ITpolicies (see Chapter6.7, Rolls-Royce globalpolicies).


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21Working together

Q:My friend, who is an ex-Rolls-Royce employee, hasnow set up his own business. Hes asked for thenames and home addresses of all the employees atmy site so he can send out marketing leaflets to them.Is this OK?

A:

No. You should not send your friend this information.Sending it would be contrary to the principles in thisCode, may break national laws and could subject thecompany and/or you to legal action.


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Conducting our business2.0

This section outlines the commitment ofRolls-Royce to: undertaking its business activities

without recourse to anti-competitiveactivity, bribery or corruption;

fully complying with the applicable lawsin all the jurisdictions in which we carryout business; and

strengthening relationships with ourcustomers, suppliers and joint ventures.


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24 Conducting our business

Principles We are committed to fair competition and honest,

straightforward business dealings.

We abide by antitrust and competition laws.

We do not obtain competitor information bydisreputable means.

We will:

exercise caution when talking with representativesof our competitors to avoid even the appearance ofanti-competitive practice; and

seek advice from a member of the legal departmentif we are uncertain as to how to proceed.

We will not: share the details of specific customer and supplier

contracts or negotiations with our competitors, othercustomers or suppliers; or

discuss prices, ongoing bids, terms and conditions ofsales, market share, costs or profit margins with ourcompetitors.

2.1 Competition

For further informationrefer to the policy onCompetition Compliance(see Chapter 6.7,Rolls-Royce globalpolicies).


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25Conducting our business

Q:A new member of the team has recently joined usfrom a competitor. He says that he has files at homewith the details of contracts that the competitor haswon. This information would be useful to us as weprepare for upcoming negotiations. He is now aRolls-Royce employee is it OK to use thisinformation?

A:No. This information is proprietary to the competitor andwe could face legal action and large penalties if we usethe information.


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2.2 Anti-bribery and corruption

Principles We are committed to conducting our activities in a

wholly ethical manner, free from any form of bribery orcorruption. We are committed to maintaining a highlevel of awareness among our employees, our suppliersand others with whom we do business of the latest rulesand regulations relating to anti-bribery and corruption.

We comply with the applicable legislation on briberyand corruption wherever we operate and we cooperateappropriately with officials of the relevant governmentagencies.

We only appoint intermediaries to represent ourinterests in the sales process who can demonstrate theyfully comply with the principles of this Code and avoidbribery and corruption. We actively manage theseintermediaries to ensure they continue to comply with

these principles. We will exercise due caution when making charitable

donations to ensure that they are appropriate andproportionate.

Bribery can be defined as the receiving or offering ofan undue reward to a public official or private individualin order to influence them in the exercise of their duty.Indirect bribery is when a payment is made via anintermediary.

For further informationrefer to the Appointmentand Management ofIntermediaries (see

Chapter 6.7, Rolls-Royceglobal policies).


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We will: require any intermediaries in the sales process to comply

with a code of ethics that is at least comparable to oursand to applicable laws;

conduct thorough due diligence and only selectintermediaries that meet our ethical requirements;

only make payments to intermediaries that are

proportionate, proper and legitimately due in relationto the services provided;

ensure that internal controls are in place to preventbribery and corruption; and

ensure staff receive training to prevent bribery andcorruption.

We will not:

offer, promise or accept, directly or indirectly, anythingof value that could be construed as a bribe; and

pursue business that requires us or Rolls-Royce toengage in unethical or illegal activity.


set a personal example in promoting honesty andintegrity in their business conduct.


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2.2 Anti-bribery and corruption continued

Facilitation paymentsMaking a payment or a gift to an official to encourageor induce them to act more swiftly may appear to be anacceptable practice, or customary in some parts of theworld. However, such payments or gifts, often knownas facilitation payments, are illegal in many countries.Common circumstances in which facilitation paymentsare requested are:

when obtaining permits, licences or other official

documents to qualify a person to do business in aforeign country;

when processing government papers such as visas orwork orders;

to provide security services for company people orassets; and

to provide access to utilities such as water or power.

The company does not condone the making of facilitationpayments.


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Q:I work in one of the Rolls-Royce sales teams. I amconcerned that there is a conflict between actingethically and meeting our short-term sales andfinancial targets. What is the companys position?

A:Rolls-Royce is committed to conducting its business incompliance with the highest ethical standards. This willsafeguard our reputation and ensure continued successand profitability. If you comply with the principles in thisCode, management will support you. You should discussyour concerns with your manager. If this is not successfulother sources of help are available to you (see Chapter 6.1,Asking questions and seeking help).

If, however, you are faced with a situation in which apayment is demanded by an official and the demand isaccompanied by a threat to your personal safety, you maypay. However, you must report this to your local seniormanager as soon as possible, who must in turn notify theDirector of Security and the Head of Business Ethics andCompliance or local ethics manager. Any such facilitationpayments must be appropriately and accurately recorded.


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2.3 Gifts and hospitality

Principles We avoid hospitality that is lavish, when it might be

reasonably regarded as a personal reward for therecipient, and cannot be reciprocated.

We only accept modest gifts and then only on occasionswhen it is customary to exchange items of low value.

We do not seek to influence government officials,

departments or agencies through the provision of gifts,hospitality or other inappropriate means.

We are committed to understanding and adhering tothe gifts and hospitality rules and the relevant legislationin the countries in which we operate.

Some nationalgovernments haverigorous requirementsrelating to gifts andhospitality, andbreaching theserequirements can leadto criminal prosecution.

If you are offered lavishhospitality or a gift ofsignificant value, youshould discuss this withyour manager and thesenior leadership in yourarea of the business.

These principlesalso apply to otherthird parties (such asspouse, partner, childof an employee or agovernment official).


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For further informationrefer to the companypolicy on gifts andhospitality (see Chapter6.7, Rolls-Royce globalpolicies).

Recording gifts and hospitalityRegisters to record gifts and hospitality (whetheraccepted or declined) are being introduced into allbusinesses. Gifts and hospitality should be recordedin a manner that permits traceability.

We will:

consider, before giving or receiving a gift or hospitality,whether it is legal, appropriate and proportional; and

ensure we fully understand and comply with therequirements relating to gifts and hospitality whendealing with government officials.

We will not:

offer or receive a gift of money or vouchers; accept a gift or hospitality if it is illegal or cannot be

transacted transparently;

accept a gift or hospitality if we believe it is beingoffered as an attempt to influence our decisions orcreate an expectation of inappropriate favourabletreatment; and

offer or receive entertainment that is inappropriateor offensive.


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2.3 Gifts and hospitality continued

Additionally, managers are expected to: ensure internal controls are in place governing the giving

and receiving of gifts and hospitality in their areas; and

ensure that all staff receive an appropriate level oftraining on gifts and hospitality.


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Q:A colleague has proposed that we take a governmentofficial out for a round of golf and dinner. I amtold that this is common practice in the countryconcerned. Is this permissible?

A:No. Even common business gifts and courtesies may

be unlawful when provided to government officials ormanagers of government-owned businesses. In thesecircumstances, you should always seek advice beforehandon applicable laws and regulations. You should speak toyour manager or your legal representative.


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2.4 Export control

Principles We comply with applicable import and export laws

and regulations and obtain proper authorisationsfor the import and export of goods, technology andinformation.

We will:

fully comply with applicable export laws whentransferring goods, technology or information acrossnational borders.

We will not:

make guesses about the meaning of export laws whichare highly complex. If in doubt we will contact our locallegal representative or a member of the Export Controls

team. Additionally, managers are expected to:

make sure that their teams are aware of appropriateexport control training programmes within Rolls-Royceand allow them to complete them.

For further informationrefer to the CompanyPolicy on Export Control(see Chapter 6.7,Rolls-Royce globalpolicies).


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Q:Ive advised my manager that applicable export lawswill not allow the transfer of goods and technology tothe chosen destination. Ive been told that I shouldput the needs of the business first and that I shouldnot be so black and white in my interpretation of theregulations. Are they right?

A:No. Export control laws are intended to be clear inorder to avoid interpretation and mistakes. Questions ofinterpretation should be referred to the Export Controlsand Compliance team.

Q:We are in arrears to a customer on a part that isawaiting an export licence. I am visiting the customernext week. I could take the part with me and thensort out the paperwork afterwards. Is this OK?

A:No. This Code states that we comply with applicableimport and export laws. Breaching these laws wouldundermine our credibility with the customer, and exposethe company to legal sanctions which would seriouslydamage our reputation.


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Principles We use our expertise to benefit our customers, bringing

them new market opportunities, good value and highquality products that are reliable and safe.

We communicate honestly and openly withour customers, seeking to fully understand theirrequirements and to meet our commitments to them.

We provide a high standard of after-sales service to buildand maintain customer satisfaction.

We respect any customer information to which theyprovide access and use it accordingly.

We will:

seek to understand the requirements of our customersand satisfy these requirements by submitting realisticproposals on performance, cost and schedule;

ensure that in bid preparations and contractnegotiations, all statements and communications arecurrent, accurate and truthful;

follow Rolls-Royce quality and safety managementprocedures to ensure the integrity of our products;

design, manufacture, warehouse and distribute ourproducts to meet the appropriate inspection, test andquality criteria of our customers; and

complete product inspection and testingdocumentation accurately and truthfully.

2.5 Dealing fairly with our customers


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We will not: release non-public information about a customer; nor

inappropriately deal with safety or quality concerns.


ensure that Rolls-Royce global and local procedures arein place and observed, in order to assure the quality andsafety of our products and services.

Q:I have a technical worry that might have safetyimplications for the product, but it is too early tobe sure. What should I do?

A:If you have concerns about safety you should not keepthem to yourself. Start by raising your concern with yourmanager or talk to the appropriate specialist so that theyhave an opportunity to analyse the risk.


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Principles We treat all our suppliers with fairness and integrity and

build mutually beneficial relationships, regardless of thevalue of our transaction or the length of our association.

We expect our suppliers, their employees and theirsupply chains to operate to the highest standards ofquality and integrity, in their relationship with us.

We respect any supplier information which they provideto us and use it appropriately.

We do not tolerate any form of forced or child labour,and promote the observance of human rights.

2.6 Dealing fairly with our suppliers


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We will: draw our suppliers attention to the principles of this Code;

communicate honestly and openly with our suppliers;

contract our terms of business with suppliers clearly andoperate in accordance with them;

work with our suppliers to find mutually beneficialsolutions to problems that arise;

work with our suppliers to ensure that they comply withapplicable anti-bribery and corruption laws; and

comply with supplier selection criteria to ensure thatsuppliers are chosen on merit.


monitor how suppliers adhere to the principles definedin this Code and take appropriate action if behavioursare contrary to these principles.

If you are in a role inwhich you deal regularlywith suppliers you willneed further guidanceon the principlesdescribed in this Code.For further informationrefer to the SupplierCode of Conduct andthe Supplier Health,Safety and EnvironmentPolicy and the groupFraud Policy (see Chapter6.7, Rolls-Royce globalpolicies).


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Q:I suspect that one of our suppliers is paying itsemployees below the local legal minimum pay rates.What should I do?

A:You should discuss your concerns with your managerand the manager responsible for this supplier. We

are committed to ensuring that our suppliers do notunlawfully exploit their employees.

Q:I believe that an employee may be colluding with asupplier to defraud the company. What should I do?

A:

You must immediately report the matter to your manager.You may wish to speak to one of the functional specialistsidentified in Chapter 6.1, Asking questions and seekinghelp. Alternatively, reports can be made through theconfidential helpline described in Chapter 6.2, Reportingunethical behaviour, or directly to the Head of BusinessEthics and Compliance or local ethics manager.

2.6 Dealing fairly with our suppliers continued


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This section outlines the commitment ofRolls-Royce to: complying with the highest standards

of corporate governance; achieving the highest standards of

accuracy and integrity in our businessrecords;

avoiding conflicts of interests in ourbusiness dealings;

using our assets human, financial,physical and intellectual to make our

business grow; and protecting our brand and reputation.

Running our company3.0


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44 Running our company

Principles We comply with the laws and regulations that apply to

our business activities wherever we operate.

The Rolls-Royce Board of Directors is committed to thehighest standards of corporate governance.

We are committed to understanding and meeting ourobligations to all our stakeholders.

We aim to keep all our shareholders informed and tounderstand their concerns, whatever the size of theirshareholding.

The Rolls-Royce Board of Directors maintains a rigoroussystem of financial, operational and compliance controlsand an effective system of risk management.

We will:

take due care when committing to spend companymoney; and

act within the confines of the Board DelegatedAuthorities.

We will not:

commit Rolls-Royce to contractual obligations that arebeyond the scope of the Board Delegated Authorities.

Corporate governance3.1

For further informationrefer to the BoardDelegated Authoritiesand the Rolls-RoyceFraud Policy (see Chapter6.7, Rolls-Royce globalpolicies). Additionally,many sectors, functionsand sites have policiesspecific to their business. To find out more aboutthese talk to yourmanager or one of thesources in Chapter 6.1,Asking questions andseeking help.


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45Running our company

Q:How do I know which laws apply to my activity in thepart of the world where I work?

A:If you are in any doubt about the application orinterpretation of the local law, you should contact theLegal Department for advice.

Q:What will happen to me if I breach a law in the courseof my work for Rolls-Royce?

A:If you have any concerns you should seek advice from theLegal Department. Criminal penalties may apply, which

may be more severe if you fail to report unlawful activitypromptly.


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Principles We maintain accurate and complete records of all

business, including all transactions between Rolls-Royceand external individuals and organisations.

We act in accordance with the applicable technical andprofessional standards.

We prepare our financial records in a timely manner,

representing the facts accurately and completely. We are committed to the prevention and detection of

fraud and will report any suspicion of fraudulent activity.Fraudulent activity is a criminal offence whichRolls-Royce will not condone under any circumstances.

The company does not evade tax and tax planningcomplies with the intention and letter of the law.

Accuracy and integrity in business records3.2

If you want furtherinformation aboutthe policies andprocedures that governthe authorisation oftransactions, and thepreparation of financialdata, refer to the GroupFinance Manual andthe Board DelegatedAuthorities (see Chapter6.7, Rolls-Royce globalpolicies).


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We will: be straightforward and honest in relation to financial

matters;

preserve documents and records in accordance withapplicable legal requirements;

comply with the Group Finance Manual; and

show personal and financial integrity in submitting orapproving expense claims.

We will not:

allow bias, conflict of interest or undue influence tooverride our judgments;

try to influence others to do anything that wouldcompromise the integrity of Rolls-Royces records,

reports, products or services; sell, transfer or otherwise dispose of company assets

without appropriate prior authorisation and all necessarydocumentation; or

deliberately make a false or misleading entry in a report,record or expense claim or falsify any other form offinancial or non-financial corporate record (for examplesafety, environmental or quality results).


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Accuracy and integrity in businessrecords continued

3.2

Additionally, managers are expected to: ensure that proper controls and processes are in

place to achieve accurate and complete financial andmanagement reports; and

maintain internal controls to prevent the making ofany improper payments under global anti-bribery lawsand statutes.

Q:I have been asked by my manager to transfer somecosts to another department which is showing anunder spend, so that our department is not seen asover budget. Is that OK?

A:No. You would be artificially manipulating the results.Costs must only be transferred between departmentsor businesses when there is a valid reason, such as theprovision of a service to that area.

If you want furtherinformation aboutthe policies andprocedures that govern

the authorisation oftransactions, and thepreparation of financialdata, refer to the GroupFinance Manual andthe Board DelegatedAuthorities (see Chapter6.7, Rolls-Royce globalpolicies).


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Q:My results to date are worse than budget. I have just filed the first forecast of the year and it is notachievable, but there is a lot of pressure on thebusiness not to file a big deterioration so early in theyear. I will get a chance to change the forecast againin the middle of the year. I assume its OK?

A:It is not OK to submit a forecast which is unachievable. The forecasts are used by the Group HQ function toformulate external guidance for shareholders and forinternal decision-making. If undue pressure is being puton you, you should speak to your manager or one of thesources of help described in Chapter 6.1, Asking questionsand seeking help. Alternatively, reports can be madethrough the confidential helpline described in Chapter 6.2,

Reporting unethical behaviour. Q:There is a conflict between what I should record inthe accounts and what would be beneficial for thebonus metrics. What should I record?

A:Your unequivocal responsibility is to maintain the recordsaccurately.


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Avoiding conicts of interest3.3

For further informationrefer to the companyGlobal Conflicts ofInterest Policy (seeChapter 6.7, Rolls-Royceglobal policies).

Principles We avoid any relationship, influence or activity that will

impair, or even appear to impair, our ability to make fairand objective decisions when performing our jobs.

If we believe there is, or may be, a conflict of interest, wewill report it promptly to the responsible manager andseek advice.

We comply with applicable legal requirements inrelation to the actual or potential employment orengagement of current or former military and civiliangovernment personnel.

We do not engage in, encourage or facilitate insidertrading. We will not use any non-public informationabout Rolls-Royce or other companies for buying orselling shares, other securities or financial instrumentsfor personal gain. Nor will we pass on such informationto anyone else.


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We will: discuss relationships that could give rise to a conflict

of interest with our managers or the Head of BusinessEthics and Compliance, or local ethics manager.

We will not:

personally provide any services to a competitor or

potential competitor; knowingly place business with a firm owned or

controlled by an employee of Rolls-Royce or their family,without prior written approval;

own, or have a substantial interest in, a company whichis or has the potential to be a customer, supplier orcompetitor of Rolls-Royce unless prior written approvalhas been granted; or

use non-public information for personal gain, or passsuch information to someone else (either inside oroutside the company) who does not have a legitimateneed for the information.


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Avoiding conicts of interest continued3.3

Additionally, managers are expected to: not place themselves in the position of hiring or

supervising relatives;

make sure that their teams are aware of the rules relatingto the buying and selling of Rolls-Royce shares and toany closed period rules that may apply in your part ofthe business; and

ensure that potential or real conflicts of interest arediscussed, approved and recorded.

A conflict of interest occurs when an individual has aninterest that compromises his or her ability to behaveobjectively. If you, a member of your family or a closefriend have a financial or other interest in a companythat does business with Rolls-Royce, then you mayhave a conflict of interest.

Recording conflicts of interest

Registers for recording conflicts of interest are beingintroduced into all Rolls-Royce businesses. These registersrecord identified conflicts or potential conflicts of interest,who has been informed, whether managerial approval hasbeen given for any course of action and any precautionary

measures to safeguard against the conflict.


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Q:My husband works for a company that suppliesRolls-Royce with equipment. Sometimes I amresponsible for purchasing supplies from them.What should I do?

A:Explain this to your manager or talk to the Head of

Business Ethics and Compliance or local ethics manager,who will provide guidance.

Q:I have often dealt with military customers in thecourse of supplying Rolls-Royce equipment. Oneof them has asked me about the possibility ofemployment by the company after he leaves themilitary. What should I do?

A:You should not discuss the details of any employmentopportunities. You should consult with representativesof the HR and the Legal functions prior to engaging inany employment discussions. There are also conflict ofinterest regulations relating to employing former militarypersonnel that must be fully and carefully observed.Share the facts of the situation with your manager andthe Legal department.


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Principles Technology, information and designs are the lifeblood of

Rolls-Royce and the sole property of the company. Wekeep such information in the strictest confidence.

When working with customers such as governmentsand defence companies where projects may raise issuesof national security, we will not seek unnecessary orunauthorised access to material.

We take individual responsibility for the proper use ofRolls-Royce and customer property, including IT systems,materials, facilities and equipment.

We do not tolerate the use of Rolls-Royce informationsystems to access, copy, store or transmit any informationor data considered to be offensive, obscene orinappropriate.

We value the companys time, and work diligently to fulfilthe responsibilities of our role.

For further informationrefer to the group policyon Intellectual Propertyand the Group IT Policies(see Chapter 6.7,Rolls-Royce globalpolicies).

Safeguarding our assets3.4


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We will: use and maintain Rolls-Royce assets with the utmost care

and respect, guarding against waste and abuse;

use Rolls-Royce assets only for company purposes unlesswe have proper authorisation for other use; and

keep documents (including those provided to us inconfidence by other parties) protected and secure.

It is especially critical for employees with access togovernmental classified information to deal with it strictlyin accordance with relevant Rolls-Royce procedures andapplicable legal requirements.

We will not:

disclose Rolls-Royce confidential information to thirdparties without previously entering into an appropriately

authorised confidentiality agreement; seek access to classified materials which we are not

authorised to see, or for which there is no legitimatebusiness need; or

seek personal gain from the use or sale of Rolls-Royceassets.


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Q:I have invented something in the course of my workwith Rolls-Royce which I think is novel and couldbenefit the company. What should I do about it?

A:You should discuss it with the Intellectual PropertyDepartment, who will advise whether a patent should

be applied for. Remember that prior disclosure of theinvention to the outside world could result in failure toobtain a patent.

Q:I am a school governor/official and would like to offersome practical help, possibly including the loan ofRolls-Royce equipment, to encourage the study ofengineering in the school. Could this be arranged?

A:It is Rolls-Royce policy to support such activity whereappropriate. However, the prior agreement of thecompany is needed before any company equipment isloaned. You should discuss this with your manager andseek advice from your HR department.

Safeguarding our assets continued3.4


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Q:I have a company laptop. Are there any restrictionson using it to access the internet at home and in myown time?

A: The companys information systems exist for the purposeof conducting company business. A minimal amount of

personal use is acceptable, but should not interfere withor conflict with business use. However, accessing illegal,offensive or inappropriate material remains unacceptable.Also, given that there is a cost to the company arising fromuse of the laptop, any non-business use should be limitedto a reasonable duration.


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Principles We recognise that our reputation is a key asset and

behave at all times, including when undertakingactivities outside the workplace, in a manner thatmaintains and reflects well on our brand.

We embody our core values of integrity, reliability andinnovation in all our business conduct.

We deal straightforwardly with the media and ensurethat nothing is said that is intentionally inaccurate ormisleading.

Sustaining our reputation3.5

If you are in doubt talk toyour manager or contactthe Head of Brand andCommunications.

If you need to knowmore about how wemanage and protectour brand refer tothe groups BrandGuidelineswww.rolls-royce.com/ about/brand.


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We will: act in a way that protects or enhances our reputation

and brand at all times; and

use care and good judgement when speaking aboutRolls-Royce or individual employees during our leisuretime.

We will not: speak to the media or members of the investment

community about Rolls-Royce without prior specificauthorisation to do so.


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Sustaining our reputation continued3.5

Q:What should I do if I get a phone call from a journalistasking questions about the companys position on aparticular issue?

A:All calls from journalists should be referred politely tothe Corporate Communications department without

answering the query. If you are the appropriate personto speak to the journalist, Corporate Communicationswill broker the discussion and set rules of engagement.


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Q:What should I do if one of my customers or supplierswants to use the Rolls-Royce logo?

A: There are specific brand guidelines and all such requestsshould be addressed to the Corporate Communicationsdepartment.

Q:I have been invited to speak at my old schools careersevening. Can I speak at this event? Is there anything Ineed to be aware of if I accept this invitation?

A:Rolls-Royce encourages employees to support local

communities, particularly in education. You should notifyyour local communications representative and bear thisCode in mind when representing the company.


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This section outlines the commitmentof Rolls-Royce to: achieving excellence in our health,

safety and environmental (HS&E)performance; and

improving the efficiency and reducingthe environmental impact of ourproducts and our operations.

Health, safety and environment4.0


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64 Health, safety and environment

Principles The company believes that all HS&E incidents are

avoidable and we aim to protect peoples health, havezero injuries and environmental incidents, and avoid orminimise any environmental impact of our activities.

We make proper provision for the health, safety andwellbeing of our employees, visitors, contractors andothers who may be affected by our activities at work.

The company recognises its duty of care to itsemployees and provides a preventative OccupationalHealth service that focuses on how our employeeshealth can affect their work and vice versa.

We recognise that the abuse of (or being under theinfluence of) alcohol, drugs, solvents, over-the-countermedication and other substances can jeopardise thehealth and safety of our employees and the integrityof our products. We treat any such abuse at work or atcompany sponsored events as serious misconduct.

We maintain a secure working environment andprohibit our employees from bringing any weaponsor dangerous devices of any kind onto our property.

4.1 Healthy and safe working

For further informationrefer to the HS&E Policyand ManagementArrangements, theOccupational HealthStrategy and the Alcoholand Drug Abuse Policy(see Chapter 6.7,Rolls-Royce globalpolicies). Furtherinformation can beobtained form your local/ regional HS&E Advisor orCorporate HS&E.


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65Health, safety and environment

We will: adhere to HS&E rules and procedures and have regard

for environmental controls;

always use the required safety equipment;

report all HS&E incidents, including near misses andunsafe acts/conditions, to our manager or local HS&Erepresentative immediately; and

know what to do if an emergency occurs at our placeof work.

We will not:

undertake work when our performance is impaired byalcohol or other drugs whether legal, illegal, prescribedor otherwise, nor allow others we see to do so;

drive on company business when our ability may beimpaired; or

put ourselves or others at risk by our actions.


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4.1 Healthy and safe working continued

Q:I suspect that safety procedures are beingcompromised in the area in which I work.What should I do?

A:Safety procedures must never be compromised. You

should start by speaking to your manager. If you feelunable to speak to your manager, speak to the next levelof management or someone from the HS&E department.Other sources of advice are listed in Chapter 6.1, Askingquestions and seeking help. If judged necessary,contact the Director of HS&E or the Chief Medical Officerdepending on the nature of the concern.

Additionally, managers are expected to: set a personal example in promoting a healthy and safe

working environment;

make decisions that are consistent with the companyHS&E policy; and

challenge unsafe conditions and engage with thoseinvolved to agree the necessary improvement actions.


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Q:I am very overstretched at work and not coping.Where can I get help?

A:You should discuss your concerns with your manager. Youcan also obtain support from Occupational Health or fromthe HR function. You may also find it helpful to read the

Rolls-Royce guidance document Seven Workstyle Maxims,available from Occupational Health or ask a representativeof the HR function.


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Principles We are committed to improving the efficiency and

environmental performance of our products byinvesting in appropriate research and development.

We aim to have zero injuries and environmentalincidents.

We aim to reduce the environmental impact of our

product lifecycle, pursuing improvement targets insuch areas as energy, waste reduction and recycling.

We will apply our expertise to develop new low-carbonand alternative energy products.

We work with others in the industries in which weoperate to address sustainability issues.

The company will meet relevant legal, industry andother requirements and seeks to implement industrybest practice. We provide annual, independentlyassured reports on HS&E matters, including ourprogress against declared targets.

4.2 Our products and operations

Additional guidance canbe found in the HS&EPolicy and ManagementSystem. To find outmore about what thegroup is doing to protectour environment, readthe latest environmentalreport which can befound on the Rolls-Royceinternet site.


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We will: familiarise ourselves and comply with the HS&E rules

and regulations that are relevant to our role.

We will not:

deliberately waste resources.

Q:What do I do if I believe that the business in whichI am working is in breach of national environmentallegislation?

A:As a company we are committed to obeying the law. Youshould raise the matter with your manager or the Director,

Health, Safety and the Environment.


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This section outlines the commitmentof Rolls-Royce to: building positive relationships with

the communities in which we liveand work; and

contributing to the wellbeing anddevelopment of the countries inwhich we operate.

Working within our communities5.0


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72 Working within our communities

Principles We respect the traditions and cultures of every country

in which we operate and we are sensitive to localcustoms.

We seek to contribute to the economic wellbeing andsocial development of the areas in which we operate.

We encourage our businesses and individual employees

to support local communities, particularly in education,arts and culture, the environment and social andeconomic regeneration.

Charitable donations are an integral part of ourcommunity involvement. We direct this supportprimarily to causes with educational, engineeringand scientific objectives, as well as social objectivesconnected with our business and place in the widercommunity.

Rolls-Royce does not corporately participate in partypolitics or make political donations. We may, however,provide appropriate support to our employees if theywish to become involved in civic affairs in accordancewith local laws.

We represent views to governments and others onmatters affecting our business interests.

Working within our communities5.1

If you would like tofind out more aboutCommunity Relationsprojects, get involved orwould like to proposethat the company makesa charitable donation,refer to the CommunityFramework Policy (seeChapter 6.7, Rolls-Royceglobal policies), orspeak to the Head ofCommunity Relations.


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73Working within our communities

We will: familiarise ourselves with the local laws, rules and

regulations that are pertinent to our job; and

listen carefully to any community complaints and makeevery effort to address these concerns.


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74 Working within our communities

Working within our communities continued5.1

Q:What if complying with this Code breaks local law?

A:As a minimum you must always comply with local law.If you are concerned about any conflict, speak to yourmanager, seek advice from the Legal department orcontact the Head of Business Ethics and Compliance

or local ethics manager. Q:Will the company support me in working forvoluntary organisations such as school committeesor community groups?

A:

Yes. However, company time or resources can only becommitted after permission has been granted.


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75Working within our communities

Q:As a Rolls-Royce employee, may I stand forpolitical office?

A:Yes, providing you are not using the Rolls-Royce nameor attributing your views to the company. Any activityduring company time must be properly authorised.

Q:If a member of the community approaches me witha complaint, what should I do?

A:Always treat the matter politely and seriously and reportthe complaint to your manager, who will take the required

action.


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Applying this Code6.0


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78 Applying this Code

We are committed to creating and maintaining anenvironment in which employees may raise questionsabout ethics and business conduct without fear of reprisalor retaliation. Please, never hesitate to seek guidance onthese matters. It is better to raise a question at an earlystage than to let the situation deteriorate to a point whereit requires a more formal response.

If you have a question on ethics and business conduct,or on the laws and regulations that apply to them atyour place of work, a good first point of contact is yourmanager. If you feel unable to speak to your manager, forwhatever reason, there are other sources of help available.

6.1 Asking questions and seeking help


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79Applying this Code

Functional specialists can give advice on issues relevant totheir expertise. Finance, HS&E, HR and Legal may be goodstarting points.

Alternatively, you may contact the Head of Business Ethicsand Compliance, or your local ethics manager.

The Head of Business Ethics and Compliance contactdetails are:

Landline: +44 (0)1332 245083Email: [email protected]

Address: Rolls-Royce plcPO Box 31Moor Lane

DerbyDE24 8BJUK


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If you believe you have experienced or witnessedunethical behaviour, you have a responsibility to dosomething about it. Start by discussing it with yourmanager. If you feel unable to speak to your manager orare unsure of where to go for help, then you can refer tothe points of contact listed in Chapter 6.1. You can alsoreport the violation through the Ethics Reporting Line.

If you prefer, you may contact the Head of Business Ethicsand Compliance or local ethics manager.

The Ethics Reporting Line

The Ethics Reporting Line enables you to communicatein confidence, and anonymously, to an independentthird party if you suspect that the law or this Code mayhave been broken. Subject to being permissible under

applicable local laws, this facility is available in all regionsin which we operate.

6.2 Reporting unethical behaviour


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Local laws in Germany, France and Sweden restrict thetypes of reports that can be made in this way. The EthicsReporting Line website gives details of the reports thatcan be made. If you work in these countries you mayneed to refer concerns to your HR representative orappropriate Works Council Representative.

The Ethics Reporting Line is managed by an external

company that specialises in providing an independentmeans of reporting ethical concerns in confidence. Youcan contact the Ethics Reporting Line on the numberslisted on the back cover of this code or via their externalwebsite: www.ethicsreportingline.com.

What happens when I raise a concern with theEthics Reporting Line?

If you call the Ethics Reporting Line a member of theindependent companys staff will take details of yourconcern. They will then make a report to Rolls-Royce.If you make a report via the website then you will beguided through a number of questions to outline yourconcern.

You can ask for your concern to be dealt with

anonymously. However, giving your name will helpin following up the concern thoroughly. Your detailswill remain confidential and be known only to thosespecifically involved in investigating your concern.


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6.2 Reporting unethical behaviour continued

Reported concerns will be reviewed by the Director ofRisk, the Head of Business Ethics and Compliance andthe Director of Security. In North America reports will bereviewed by the Vice President Security and the NorthAmerica Ethics Manager. They will ensure that you receivea prompt response and will initiate any appropriateinvestigations. The Ethics Committee has responsibilityfor issues raised through the Ethics Reporting Line in orderto oversee the integrity of responses and investigations.

Whether you use the website or the telephone line, youwill be given a confidential reference number which youcan use in any subsequent contact. You will receive aninitial response within 20 calendar days. If your reportrequires further investigation you will be kept updatedas the investigation progresses.

Retaliation and reprisals

Claims of retaliation, reprisal or of someone being treateddetrimentally as a result of raising an ethical concernin good faith will be taken seriously and investigatedthoroughly.

Anyone who engages in retaliation or reprisal can expect

to be disciplined, which may include action up to andincluding dismissal.


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In the course of your work for Rolls-Royce you may befaced with situations where you are unsure of the rightcourse of action. This section will help you to identifyinstances where there may be an ethical dimension.

Identifying ethical issues:

A good way of identifying whether there is an ethicaldimension to our actions or the actions of those aroundus is to ask some of the following questions:

Are these actions: legal, fair and honest?

How will I feel about myself afterwards?

How would this issue look if it were reported in thenewspapers?

Would I be comfortable explaining this in court?

How would I feel if my family and friends knew aboutmy actions?

6.3 Identifying ethical dilemmas


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Another way is to listen to the language around us.If we find ourselves hearing or saying phrases like theones below, we may well be entering an ethicallycomplex situation:

Well, maybe just this once.

No one will ever know.

It doesnt matter how it gets done as longas it gets done.

It sounds too good to be true.

Everyone does it.

Dont worry, its part of the culture.

Shred that document.

We can hide it.

We didnt have this conversation.

I dont want to know.

6.3 Identifying ethical dilemmas continued


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If you are faced with an ethical dilemma your first point ofreference should be this Code. If it does not provide ananswer, the following approach can help you decide howto proceed.

Gather basic information1.1 How did this problem arise?

Outline how you became aware of the situation.Outline the history behind the situation.Find out what caused the situation to arise.

1.2 Whos involved?

Check if they are Rolls-Royce employees and/or third parties.

Find out how many people are aware of the

issue and whether it is publicly known. 1.3 What more can you find out?

Background information and context.Ask yourself if you need to talk to anyone else.What is fact and what is rumour and hearsay.

1.4 What do the rules / policies say?

Refer to this Code and the policies it contains. Refer to any local policies and procedures. Consider what laws and jurisdictions impact

on the issue. Seek advice from a legal representative or

functional expert.

6.4 Resolving ethical dilemmas

Step 1


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Decide who takes it forward

2.1 Can you decide or do you need to escalate?

Ask yourself if you feel comfortable making thisdecision.

Ask yourself if the decision falls within your levelof authority.

Consult with your manager or the points ofcontact identified in section Chapter 6.1 orcontact the Ethics Reporting Line.

2.2 Review all the facts

Consider all the evidence that you are aware of. Try to distinguish between fact and rumour or

hearsay.

2.3 Understand the urgency and the timescale Find out how quickly you need to resolve

the issue. Find out who else needs to be briefed about

the issue.

6.4 Resolving ethical dilemmas continued

Step 2


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Clarify, take action and review(This section is for people who have been assigned toresolve the issue)

3.1 Identify if there are any confidentiality aspects

Check whether confidentiality needs tobe maintained.

Find out if personal information is involved.

3.2 Consider all points of view

Ask if there are two sides to the story. Dont make assumptions.

3.3 Maintain a balanced and fair approach

Consider all the evidence. Avoid personal prejudice. Listen to all sides of the story.

Continued overleaf

Step 3


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Clarify, take action and review continued

3.4 Communicate and record the outcome

Consider who needs to know. Retain records for future reference.

3.5 Review consequences

What lessons can be learnt from the experience. Do procedures/or policies need amending.

6.4 Resolving ethical dilemmas continued

Step 3


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6.5 Ethics and compliance programme

This Code is at the heart of a Group-wide ethics andcompliance programme to continue to embed thehighest ethical culture and standards in Rolls-Royce.

Ethics Committee

The Ethics Committee reviews the ethical performanceof Rolls-Royce regularly. Made up of independentnon-executive directors, it provides governance andBoard-level oversight of ethics within the company andis responsible for reviewing compliance with this Code.

The Committee has responsibility for issues raised throughthe Ethics Reporting Line to oversee the integrity ofresponses and investigations.

Business Ethics and Compliance team

Rolls-Royce has established a central team to support itscommitment to pursue the highest ethical standards. This team is responsible for delivering a global programmeof business ethics and for ensuring compliance with theGroups ethical standards.

If you want to contactthe Business Ethics andCompliance team youcan refer to the BusinessEthics pages on theintranet.


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Training Training programmes are being provided for employeesthroughout Rolls-Royce to increase awareness of theissues covered by this Code. They will provide additionalguidance to senior management and those withmanagerial responsibilities.

Let us know your thoughts

The Head of Business Ethics and Compliance willperiodically review and update this Code. You areencouraged to comment on it or make suggestions asto how it can be improved by using the Business Ethicspages on the intranet.

6.5 Ethics and compliance programmecontinued


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Who this Code applies to This Code applies to Rolls-Royce plc and its subsidiaries,including all their directors, officers, managers andemployees.

In addition, the following stakeholders should beencouraged to comply with this Code:

joint ventures where Rolls-Royce does not have acontrolling interest; and

third parties such as suppliers, subcontractors andadvisers.

Replacement of earlier codes

This Code replaces the previous edition of the Global Codeof Business Ethics dated 2007 and the Rolls-Royce NorthAmerica Code of Ethics and Business Conduct dated 2000.

It does not replace those Rolls-Royce global policies thatsupport this Code which are listed in Chapter 6.7 nor anyother Rolls-Royce Group and local policies and procedures.You must continue to observe their requirements andguidance.

6.6 Code applicability


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6.6 Code applicability continued

Local customs and laws

Rolls-Royce is a global business and must observe the lawsthat apply in the countries in which it operates and doesbusiness. We should also be sensitive to local customs.

This Code establishes the minimum standard of conduct

that is expected throughout Rolls-Royce in relation to ourbusiness, regardless of our geographical location. Wherethe guidance in this Code conflicts with any applicablelocal laws you should follow the higher standard, ensuringalways that local laws are satisfied. If you are unsure onhow to proceed you should seek guidance from one ofthe sources outlined in Chapter 6.1, Asking questions andseeking help.


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6.7 Rolls-Royce global policies

A number of policies and procedures are referred to inthis Code. They provide more detail on the ethical issuescovered. Links to all of these can be found on the BusinessEthics pages of the intranet.

1. Working together Alcohol and Drug Abuse

Employee Development Global Policy for Diversity and Equality of Opportunity Group IT Policies

Health, Safety & EnvironmentOccupational Health Strategy

2. Conducting our business Appointment and Management of Intermediaries

Company Policy on Export Control Competition Compliance

Global Gifts and Hospitality Policy Supplier Code of Conduct Supplier Health, Safety & Environment


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3. Running our company Board Delegated Authorities Fraud Policy Global Conflicts of Interest Policy Group Finance Manual Group Tax Policy Group IT Policies

Intellectual Property

4. Health, safety and environmentHealth, Safety & Environment Policyand Management ArrangementsOccupational Health Strategy

5. Working within our communities Community Framework Policy

6.7 Rolls-Royce global policies continued


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95Detailed index

Detailed index

AAdvisers 26After-sales 36Alcohol 64Anti-bribery 26Antitrust and 24competitionAssets 54 BBrand 58Bullying 08Business Ethics and 89Compliance team

CCash 46Charitable donations 26, 72Civic affairs 72Communities 72Company assets 54Company time 54Competition 24Competitors 24Conflicts of interest 50Corporate 58

communicationsCorporate governance 44Corruption 26Customers 36

DData Protection 18Decision-making 85Development 12Dilemmas 83Discrimination 08Diversity 08Drugs 64 EEmployees 06Environmental impact of operations 68 of products 68Ethics Committee 89Ethics Reporting Line 80Export laws 34 FFacilitation payment 26Financial integrity 46Fraud 46 GGifts 30Government officials 26, 50

HHarassment 08Health Safety and 62EnvironmentHospitality 30


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96 Detailed index

Detailed index continued

IInsider trading 46Intellectual property 54Intermediaries 26Internet access 54Investor relations 44Investors 16, 44 JJoint ventures 41 LLaws 92Local customs 92 MManagers 03responsibilitiesMedia relations 58 NNon-public 18, 36, 38information

OOccupational health 64

Operations 68 PPatents 54Personal security 26Policies and procedures 93Political donations 72Price fixing 24Privacy 18

Products 68

RRaising concerns 78Records 46Regulations 91Remuneration 12Reputation 58Responsibilities 02Retaliation 78 SShareholders 44Sources of help 78Subsidiaries 91Substance abuse 64Suppliers 30, 38 T Training 12 WWeapons 64


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Rolls-Royce plc65 Buckingham GateLondon SW1E 6AT England

www.rolls-royce.com

Rolls-Royce plc 2009

Whilst this information is given in good faith, based on thelatest information available to Rolls-Royce plc no warranty orrepresentation is given concerning such information, whichmust not be taken as establishing any contractual or othercommitment binding upon Rolls-Royce plc or any of itssubsidiary or associated companies.

June 2009

Designed by SampsonMayPrinted by St Ives Westerham


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Online at www.ethicsreportingline.com orvia the numbers below:

Ethics Reporting Line numbers

Australia 1 800 339276Belgium 0800 77004Brazil 0800 8911667Canada 1 800 968 0612Chile 1230 020 5771China (Northern) 10 800 712 1239China (Southern) 10 800 120 1239Czech Republic 800 142 550Finland 0800 1 14945France 0800 902500Germany 0800 1016582Hong Kong 800 964214India 000 800 100 1071Indonesia 001 803 011 3570Italy 800 786 907

Japan 0044 22 11 250500531 121520

Malaysia 1 800 80 8641Netherlands 0800 0226174New Zealand 0800 447737Norway 800 15654Philippines 1 800 1 114 0165Poland 0 0 800 1211571Portugal 8008 12499Russia 8 10 8002 6053011Singapore 800 1204201South Africa 080 09 92604South Korea 00308 110 480

00798 1 1 009 808400798 14 800 6599

Spain 900 991498Sweden 020 79 8729Thailand 001 800 12 0665204United Kingdom 0800 0328483United States of America 1 800 968 0612

ethicscode eng tcm92-13314

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