Standards of Business Conduct 2018 - British American Tobacco
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1 BAT Standards of Business Conduct Standards of Business Conduct 2018
Find everything
02 03
Introduction Whistleblowing
you need to know 01 Message from the Chief Executive 03 Group Whistleblowing Policy
02 Introduction
04 09
Personal and business integrity Workplace and human rights
05 Conflicts of interest 10 Respect in the workplace
07 Bribery and corruption 11 Human rights and our operations
08 Entertainment and gifts
12 15 20
In this document: Public contributions Corporate assets and financial integrity National and international trade
‘Group‘ means British American Tobacco p.l.c. and all of
its subsidiaries
‘Group company‘ means any company in the British
American Tobacco Group
‘Standards‘ and ‘SoBC‘ can mean the Group Standards
set out in this document and/or Standards adopted locally
by a Group company 13 Political contributions 16 Accurate accounting and record-keeping 21 Competition and anti-trust
‘employees‘ includes, where the context admits, directors, 14 Charitable contributions 17 Protection of corporate assets 22 Money laundering
officers and permanent employees of Group companies 18 Confidentiality and information security 23 Illicit trade
and also temporary staff, including contractors, secondees, 19 Insider dealing and market abuse 24 Sanctions
trainees and those on work experience
references to ‘laws‘ includes all applicable national
and supra-national law and regulations
‘LEX’ means Legal and External Affairs01 BAT Standards of Business Conduct
Introduction
Message
In our Guiding Principles, we express our commitment Workplace and human rights is a new policy area in this
to ‘freedom through responsibility’ and ‘strength through edition of the SoBC, covering many of the themes in our
diversity’. Behaving responsibly empowers our business. Employment Principles. ‘Respect in the workplace’ renews
from the Harnessing the diversity of our people, in our many
markets, helps define our organisation, our culture,
and makes working together enjoyable.
our commitment to treating each other respectfully, and as
equals. ‘Human rights and our operations’ defines our role
as a good corporate citizen, particularly in the supply chain.
Chief Executive To understand how these and other principles should
be reflected in our daily business lives and in our own
behaviours at work, we need to set ourselves standards.
We have also updated some sections to align with US best
practice, following our merger with Reynolds.
We should all feel secure in seeking advice or raising
This is why we have the Standards of Business Conduct. concerns relating to the Standards. If you are unsure of what
to do in any situation or have concerns about wrongdoing
The SoBC are part of the Sustainability pillar in our
at work, you have colleagues who can help, managers who
corporate strategy, The BAT Way, which calls for us to
will listen, and policies that are there to support you.
take personal responsibility for maintaining rigorous
ethical standards. They reflect what the law requires of us I encourage everyone to be familiar with the SoBC, not
and how much we value honesty, openness and integrity just as a set of rules but as a way of working.
at British American Tobacco.
By living up to the letter and the spirit of the Standards in
The SoBC cannot cover every situation that we may our actions and judgements, we can take pride in the results
encounter at work, but can help guide us in our conduct. that we achieve, and in achieving them the BAT way.
Above all, we must always choose what we truly believe
Nicandro Durante
to be the right course of action.
July 201702 BAT Standards of Business Conduct
Introduction
Introduction
Our Standards of Business Conduct Commitment to integrity Our own ethical judgement Duty to report a breach
are a set of global policies of British We must comply with the laws and regulations The SoBC cannot cover every situation we may We have a duty to report any suspected
American Tobacco, expressing the that apply to Group Companies, our business, encounter at work, but it can help to guide us in wrongdoing in breach of the SoBC or the law.
and to ourselves, and always act with high our conduct. Above all, we must choose what we We should also report any such conduct by
high standards of integrity we are standards of integrity. truly believe to be the right course of action. third parties working with the Group.
committed to upholding
Our actions must always be lawful. Having integrity Our common sense and judgement will help us The SoBC prohibits any retaliation against employees
goes further. It means that our actions, behaviour, follow the SoBC in spirit as well as to the letter. raising concerns or reporting breaches of the SoBC
and how we do business must be responsible, If the right course of action is unclear, ask yourself: or unlawful conduct.
honest, sincere, and trustworthy.
am I aware of our internal rules and guidance
We are all expected to know, understand that may apply to the situation? Consequences for breach
and follow the SoBC or local equivalent.
am I comfortable doing what‘s proposed? Disciplinary action will be taken for conduct
The SoBC applies to all directors, officers, employees, that breaches the SoBC or is illegal, including
secondees, trainees, interns and temporary staff. would I be comfortable explaining my conduct termination of employment for particularly
Local versions of the SoBC to the company board, my family and friends, serious breaches.
Each operating company in the Group must adopt the If you are a contractor, agent or consultant working or the media?
SoBC, or its own standards reflecting them with us, we ask that you act consistently with the Breaches of the SoBC, or the law, can have severe
If the SoBC conflicts with local law, the law takes precedence. SoBC and apply similar standards within your who does my conduct affect and would they consequences for the Group and those involved.
Standards adopted by a Group company may vary from own organisation. consider it fair to them? If conduct may have been criminal, this will be
the Group SoBC in order to comply with local law. referred to the authorities for investigation
If you are still unsure, discuss the issue with
colleagues and seek guidance from your line and could result in prosecution.
A legacy of leaders
manager, higher management, or LEX Counsel.
Creating a legacy of leaders is one of the ‘Must Annual confirmation
Dos‘ in our strategy. When we manage others
we must lead by example, showing by our own No exception or compromise Every year, all of our people and business entities
behaviour what it means to act with integrity and No manager has authority to order or approve must formally confirm that they have complied
in line with behaviours expected under the SoBC. any action contrary to the SoBC, or against the law. with the SoBC.
Managers must know, understand and follow the In no circumstances will we allow our standards As individuals, we do so in our annual SoBC
SoBC consistently, and satisfy themselves that to be compromised for the sake of results. sign-off, in which we re-affirm our commitment and
everyone in their team also does so. If a manager orders you to do something in breach adherence to the SoBC and re-declare any personal
of the SoBC or the law, raise this with higher conflicts of interest for the sake of transparency.
They should listen to and support team members
who raise concerns about wrongdoing or need management, your local LEX Counsel, or one of your Our business entities do so within Control Navigator,
guidance on the right thing to do or way to behave. local ‘Designated Officers‘ for whistleblowing. in which they confirm that their area of the business,
or market, has adequate procedures in place to
support SoBC compliance.03 BAT Standards of Business Conduct
Whistleblowing
Introduction
Whistleblowing
It can take courage to raise We encourage you to speak up Who you can speak to Confidentiality
concerns about wrongdoing. Anyone working for or with the Group who is We ask that you raise concerns with a Designated Your identity will be kept confidential and your
Our whistleblowing policy is there concerned about actual or suspected wrongdoing Officer or HR manager initially, who should refer concerns will be investigated objectively and fully.
at work (whether in the past, occurring, or likely them to a Designated Officer. You will also receive feedback on the outcome.
to support you in doing so, and to happen) is encouraged to raise their concerns.
give you trust and confidence in If you feel comfortable, you may also report The Group Whistleblowing Policy is operated
Examples of wrongdoing include: the matter directly to your line manager. independently of management. You can read more
how we will treat your concerns They should refer them immediately to a about how we will escalate and investigate your
criminal acts, including theft, fraud, Designated Officer, otherwise keeping all concerns in the Group Whistleblowing Procedure,
bribery and corruption details (and your identity) confidential. available on interact.
endangering the health or safety of an We have Designated Officers responsible for
individual or damaging the environment receiving concerns based locally throughout No reprisals
bullying and harassment in the workplace, the world. They will be identified in your local
whistleblowing procedure. You will not suffer any form of reprisal for raising
or other human rights abuses a concern about actual or suspected wrongdoing,
Local whistleblowing policies
accounting malpractice or falsifying documents Four senior Group executives act as our Group even if you are mistaken.
Our operating companies throughout the world have
local whistleblowing policies in place to supplement this
Designated Officers. Anyone can raise a concern
other breaches of the SoBC or other global policies, with them directly. They are: We do not tolerate the harassment or victimisation
policy and the Group Whistleblowing Procedure. of anyone raising concerns. Such conduct is itself a
principles or standards of the Group;
Local whistleblowing policies identify locally or regionally the Group Head of Business Conduct breach of the SoBC, and will be treated as a serious
based Designated Officers and enable staff to raise failing to comply with any legal obligation, and Compliance disciplinary matter.
concerns in a language they are comfortable with. by act or omission
the Company Secretary of
a miscarriage of justice British American Tobacco p.l.c.
concealing any wrongdoing the Group Head of Internal Audit
Wrongdoing does not include situations where the Head of Group Security
you are unhappy with your personal employment
position or career progress. Grievance procedures You can contact them by email, phone
are available in those cases, and details on how to (+44 (0)207 845 1000), or by writing to
raise a grievance are available on interact. them at British American Tobacco p.l.c.,
Globe House, 4 Temple Place, London WC2R 2PG.04 BAT Standards of Business Conduct Personal and business integrity Personal and business integrity Conflicts of interest 05 Bribery and corruption 07 Entertainment and gifts 08
05 BAT Standards of Business Conduct
Personal and business integrity
Conflicts of interest
We must avoid conflicts of interests Acting in our company‘s best interests Disclosing conflicts of interest Recording conflicts of interest
in our business dealings and be We must avoid situations where our personal As soon as it arises, we must inform our line Managers should ensure that any actual or
transparent if we have personal interests may, or may appear to, conflict with manager of any situation that is, or may be seen potential conflicts of interest disclosed to them
the interests of the Group or any Group company. as, an actual or potential conflict of interest in the course of the year are notified to their
circumstances where a conflict and seek their authorisation. local LEX Counsel or Company Secretary.
might arise. Where there is a conflict, Many situations or relationships may create a conflict
of interest, or the appearance of one. The most Sometimes it will be possible to manage a particular A potential conflict must be notified, even though
or a potential for one to arise, common ones are set out on the next page. conflict by making changes to your role or reporting it may seem remote, so that higher management
it must be managed effectively line or changing your account responsibilities. It is can be made aware of the situation if necessary.
Generally speaking, a conflict of interest is a situation important that you inform your line manager so that
where our position or responsibilities within the steps can be taken to either remove the conflict, Group companies must maintain a conflict
Group presents an opportunity for us or someone reduce it to acceptable levels, or to ensure a potential register recording details of all actual or
close to us to obtain personal gain or benefit conflict does not turn into an actual one. potential conflicts of interest disclosed to the
(apart from the normal rewards of employment), company and how they are being managed.
or where there is scope for us to prefer our personal If a line manager is unsure whether the situation is
interests, or of those close to us, above our duties acceptable (or manageable), they should seek advice Conflict registers should be maintained by a Group
and responsibilities to the Group. from higher management or local LEX Counsel. company‘s LEX Counsel or Company Secretary.
They help the Group demonstrate that it manages
A situation will appear to be a conflict of interest if it Directors of Group companies must disclose conflicts of interest transparently and effectively.
provides an opportunity for personal gain or benefit, conflicts to, and seek formal approval from,
whether or not that gain or benefit is obtained. the board of the company at its next meeting.
A potential conflict of interest will arise if we are in a Every year, we must also re-confirm any actual
situation which could develop into an actual conflict or potential conflicts of interest we may have
of interest, for example if we were to change roles. in our annual SoBC sign-off declaration.
Whilst we may have already informed, and sought
authorisation from, our line manager, we should
re-disclose conflicts and potential conflicts in our
annual SoBC sign-off. This is an important part
of the Group‘s internal controls.
Who to talk to
Your line manager
Your local LEX Counsel
Head of Compliance06 BAT Standards of Business Conduct
Personal and business integrity
Conflicts of interest
continued
Family or personal relationships Financial interests Outside employment Corporate opportunity
We must disclose if we have any close relatives: We must disclose material financial interests We must not work for or on behalf of a We must not use information gained from our
in a competitor, supplier, customer or other third party without first disclosing our employment, or take advantage of a corporate
working in the Group business with which a Group company has intention to do so and obtaining opportunity, for our personal gain or benefit
working or performing services for, or having significant dealings. written approval from line management. (or for those close to us), without first disclosing
a material financial interest in, any competitor, our intention to do so, and obtaining written
‘Material financial interest’ means any financial Some situations are never permissible, approval from line management.
supplier, customer or other business with which interest that may, or may appear to, influence for example if they involve:
the Group has significant dealings our judgement. It does not include publicly traded ‘Corporate opportunity’ means any business
mutual funds, index funds and similar pooled a competitor of any Group company opportunity which properly belongs to the
‘Close relative’ means spouses, partners, children,
parents, siblings, nephews, nieces, aunts, uncles, investments, where we have no say in what a customer or supplier we deal with Group or any Group company.
grandparents and grandchildren (including where investments are included. If in any doubt, seek in the course of our work
further guidance from your local LEX Counsel. Particular care must be taken if we have access to
arising by marriage). ‘inside information’ relevant to the price of securities
‘Working for or on behalf of a third party’ means
Intimate relationships between employees in a direct We must not hold material financial interests in: taking on a second job, serving as a director or in any public company. See ‘Insider dealing and
or indirect reporting line can also lead to a conflict of consultant, or otherwise performing services for any market abuse’ for further details.
a supplier, customer or other external business if we
interest, or the appearance of one. If you are in such have any involvement in the Group‘s dealings with organisation outside the Group (including charitable
a situation, you should discuss the matter with higher that business or supervise anyone who does or not-for-profit organisations).
management.
a direct competitor of the Group, or any business It does not include unpaid voluntary work we carry
In the course of our work, we should not have: conducting activities against the Group‘s interests out in our own time, as long as this does not interfere
with our duties and responsibilities to the Group.
the ability to hire, supervise, affect terms and We may be permitted to retain a financial interest
conditions of employment, or influence the in a competitor, provided that we acquired it before
management of close relatives joining the Group, disclosed it in writing to our
any business involvement with close relatives employing company prior to our appointment,
(or with any business in which our relatives and our employing company has not objected.
work or hold a material financial interest) Prior ownership of any such interest by a director
Where there is a direct or indirect reporting line of a Group company must be reported to its board
between two close relatives in the same Group and minuted at the next board meeting.
company or business unit, management must ensure
neither has managerial influence over the other.
Where there is no reporting relationship,
management should keep the situation under review
to prevent any unfairness or undue influence arising.
Where an employee has direct or indirect business
involvement with a close relative at a customer or
supplier, management may need to make changes
to their role or account responsibilities.
These principles apply equally to conflicts of interests
involving intimate relationships between employees.07 BAT Standards of Business Conduct
Personal and business integrity
Bribery and corruption
It is wholly unacceptable for No bribery No facilitation payments Maintaining adequate procedures
Group companies, employees, We must never: We must not make facilitation payments Group companies are expected to maintain
or our business partners to be offer, promise or give any gift, payment or other
(directly or indirectly), other than where controls to ensure that improper payments
necessary to protect the health, safety or are not offered, made, solicited or received,
involved or implicated in any benefit to any person (directly or indirectly), to liberty of any employee. by third parties performing services for or
way in corrupt practices induce or reward improper conduct or influence, on their behalf. Controls should include:
or intend to influence, any decision by any person to Facilitation payments are small payments made to
our advantage smooth or speed up performance by a low-level ‘know your supplier’ and ‘know your
official of a routine action to which the payer is customer’ procedures which are
solicit, accept, agree to accept or receive any gift, already entitled. They are illegal in most countries. proportionate to the risk involved
payment or other advantage from any person In some, such as the UK, it is a crime for their
(directly or indirectly) as a reward or inducement nationals to make facilitation payments abroad. anti-corruption provisions in contracts
for improper conduct or which influences, or gives with third parties where appropriate
the impression that it is intended to influence, In those exceptional circumstances where there is no
decisions of the Group safe alternative to payment, we should involve our anti-corruption training and support for
We should never engage in: local LEX Counsel (if possible, before any payment is staff who manage supplier relationships
offering or making an unauthorised payment,
A bribe is any gift, payment or other benefit (such as made). The payment must also be fully documented
hospitality, kickbacks or investment opportunities) prompt and accurate reporting of the true
or authorising an improper payment (cash or otherwise) in the Group company‘s books. nature and extent of transactions and expenses
to a public official, or any related person offered in order to secure an improper advantage
inducing a public official to do something illegal
(whether personal or business-related). A bribe need Group companies can be held liable for corrupt
not have been paid; it is enough that it is asked for acts of third parties engaged on their behalf.
‘turning a blind eye’ or failing to report any improper or offered.
payment or other inducement Controls should be designed to give sufficient
offering or receiving any gift, payment or other benefit ‘Improper conduct’ means performing (or not comfort that service providers are reputable
in relation to gaining business or awarding contracts performing) a business activity or public function in and do not engage in corrupt acts.
setting up an unrecorded fund, such as a secret cash breach of an expectation that it will be performed in
account, for any purpose good faith, impartially or in line with a duty of trust. Contractual anti-corruption provisions should be
inducing, facilitating, or overlooking someone else‘s appropriate for the services provided and the risks
‘Improper advantage’ means something to which the involved, and include termination rights for breach.
breach of this standard
Group company concerned was clearly not entitled,
permitting an agent or representative of any for example, an operating permit for a factory that
Group company to engage in improper conduct fails to meet the relevant legal requirements. Books, records and internal controls
Bribing a public official is a crime in almost Group business records must accurately reflect
every country. In many, it is also a crime to bribe the true nature and extent of transactions
employees or agents engaged in private business and expenditure.
(such as our suppliers).
We must maintain internal controls to ensure that
Anti-bribery laws in many countries have extra- financial records and accounts are accurate in
territorial effect, so it will be a crime in those accordance with applicable anti-corruption laws
countries for their nationals to pay bribes abroad. and best practices.
Who to talk to
Your line manager
Your local LEX Counsel
Head of Compliance08 BAT Standards of Business Conduct
Personal and business integrity
Entertainment
and gifts
Offering and accepting business Acceptable without prior approval Where prior approval is needed What is never acceptable
entertainment or gifts is perfectly We may offer or accept business entertainment We must seek prior written approval from our Entertainment and gifts are never acceptable
acceptable when what is given is and gifts without prior approval, provided they: line manager, and notify our local LEX Counsel or if they:
Company Secretary, where:
modest, reasonable, appropriate, are lawful are illegal or prohibited by the
and lawful are modest and appropriate
any gift given to or received within the private sector other party‘s organisation
is valued at more than the local limit (in the UK,
£250 per source in any one calendar year) involve parties engaged in a tender
are consistent with reasonable business practice or competitive bidding process
do not involve any public or government sector any entertainment given to or received within the
private sector involves overseas travel and/or more may have, or may be seen as having, a material
organisation or individual effect on a transaction involving any Group company
than two nights‘ accommodation
Occasional drinks and meals, attendance at sports, are a gift of cash or cash equivalent
theatre or cultural events, and modest gifts are any gift or entertainment involves any public or
government sector organisation or individual (gift certificates, loans, or securities)
usually acceptable.
When offering or accepting, consider: (regardless of nature or value, unless purely nominal) are actively solicited or demanded
In the UK, we consider gifts valued up to £250
Intent: is the intent only to build or maintain a business (per a single source in any one calendar year) Line managers, in consultation with local LEX or are offered for something in return
relationship or offer normal courtesy, or is it to influence Company Secretarial, will determine what is to be
to be modest for the private sector.
the recipient‘s objectivity in making a specific business decision? done with any gift exceeding the applicable limit. are inappropriate (disrespectful, indecent, sexually
Materiality: is it modest and infrequent? Group companies should provide guidance on explicit or might otherwise reflect on us poorly,
what is modest in their markets, not exceeding Generally, such gifts should be refused or returned. having regard to local culture)
Legality: is it legal in your country and in the country of the
other party? £250 and reflecting local purchasing power. If this would be inappropriate or cause offence, the
gift may be accepted on the basis that it becomes
Transparency: would you be embarrassed if your manager, There are no restrictions on employees accepting the property of the relevant Group company. Public officials
colleagues, or anyone outside the Group knew about
entertainment or gifts from a Group company. In such cases, employees may be given the option
the entertainment or gift? It is prohibited to directly or indirectly seek
to purchase the gift from the company for its fair
Group companies should ensure that any such to influence a public official by providing
market value, less the amount of the local gift limit.
gift or entertainment is legitimate, appropriate any entertainment or gift (or other personal
and proportionate. If we are offering any entertainment or gift requiring advantage) to them or any person, such as
prior approval, we should never avoid our obligation a public official’s family member, friend or
to seek such approval by paying for it personally. associate. Gifts to public officials of more than
token value will rarely be appropriate.
Keeping a formal record Regulatory engagement is part of our business.
Offering officials reasonable hospitality in this
Group companies are expected to maintain a context is permissible. However, extra care must
register of all notified entertainment and gifts. be taken. Many countries do not allow their officials
to accept gifts or entertainment and anti-bribery
laws are often stricter when dealing with them.
Who to talk to
Your line manager
Your local LEX Counsel
Head of Compliance09 BAT Standards of Business Conduct Workplace and human rights Workplace and human rights Respect in the workplace 10 Human rights and our operations 11
10 BAT Standards of Business Conduct
Workplace and human rights
Respect in
the workplace
We must treat all of our colleagues Promoting equality and diversity Preventing harassment and bullying Safeguarding employee well-being
and business partners inclusively, We are dedicated to providing equal opportunities All aspects of harassment and bullying are We place a high value on the well-being of our
with dignity, and with respect to all our employees and to creating an inclusive completely unacceptable. We are committed employees and are committed to providing a safe
workforce by promoting employment equality. to removing any such actions or attitudes from working environment to prevent accidents and
We harness diversity to strengthen our business. the workplace. injury, and to minimise workplace health risks.
We respect and celebrate each other‘s differences
and value what makes each of us unique. Harassment and bullying includes, but is not Group companies must:
limited to, any form of sexual, verbal, non-verbal
We must treat colleagues as we expect to be treated, and physical behaviour which is abusive, humiliating adopt health and safety policies and procedures
and respect their characteristics and opinions. or intimidating. consistent with our Global EHS Policy or national law
(whichever is the higher)
We must not allow race, colour, gender, age, If we witness or experience such behaviour,
disability, sexual orientation, class, religion, politics, or behaviour that is unacceptable in any other way, work together with their employees to ensure
smoking habits, or any other characteristic protected we should report it to our line manager. that health and safety is maintained and improved
by law to influence our judgement when it comes to strive to support employees‘ work/life balance
the recruitment, development, advancement We seek to provide a climate of confidence where
or retirement of any employee. employees can raise issues and aim for a swift We will work continuously to maximise the physical
resolution to the satisfaction of all concerned. security of our employees worldwide, ensuring that
To this end, we encourage employees to familiarise our policies and standards are understood and that
themselves with their local grievance procedures. training is provided so everyone is aware of the
health, safety and security issues and requirements
relevant to their work.
We encourage Group companies to explore
and adopt family friendly policies according to
local practice.
Who to talk to
Your line manager
Your local LEX Counsel
Your local HR Manager11 BAT Standards of Business Conduct
Workplace and human rights
Human rights
and our operations
We must always conduct our What we believe No child labour Freedom of association
operations in a way that respects We believe that fundamental human rights, We do not condone or employ child labour, We respect freedom of association.
the human rights of our employees, as affirmed by the Universal Declaration of and seek to ensure that the welfare, health and
Our workers have the right to be represented by local
Human Rights, should be respected. safety of children are paramount at all times.
the people we work with, and the We recognise that the development of children, company-recognised trades unions, or other bona
communities in which we operate We support the UN Guiding Principles on Business their communities and their countries is best fide representatives. Such representatives should be
and Human Rights which outline the duties and served through education. As such: able to carry out their activities within the framework
responsibilities of industry to address business- of law, regulation, prevailing labour relations and
related human rights issues through the creation no one under 18 will be directly employed by practices, and agreed company procedures.
of the ‘Protect, Respect and Remedy‘ framework. any Group company in any work assessed as
hazardous to their health, safety and well-being
Managing human rights risks Local communities
no one under 15 (or, if higher, the age for finishing
We are committed to promoting human rights compulsory schooling in the country concerned) We seek to identify and understand the unique
in our sphere of influence, including our supply will be directly employed by any Group company social, economic and environmental interests
chain. As far as possible, we will undertake due of the communities we operate in.
diligence in order to identify and allow us to We expect our suppliers to align with our minimum
age requirements. However, in an industry reliant We operate around the globe, including in countries
minimise and account for human rights risks. suffering from conflicts or where democracy, the rule
on agriculture, the reality of rural agricultural life is
To ensure good behavioural standards throughout that work may play a formative, cultural or social role of law, or economic development are fragile,
the supply chain, we must encourage our suppliers to for children. Where local law permits, we consider it and human rights are under threat.
act consistently with the SoBC and our commitment acceptable for children between 13 and 15 to help We must identify specific human rights risks that may
to human rights, and contractually require them to on their family‘s farm provided it is light work, does be relevant for, or impacted by, our operations. In
do so wherever feasible. not hinder their education or vocational training, doing so, we will seek the views of our stakeholders,
or include any activity which could be harmful to including employees and their representatives.
Human rights considerations are built into our their health or development, for example, handling
main supplier programmes, with a focus on our mechanical equipment or agro-chemicals. We also We will take appropriate steps to ensure that our
internal and external suppliers of tobacco leaf and recognise training or work experience schemes operations do not contribute to human rights abuses
other direct raw materials. These programmes help approved by a competent authority as an exception. and to remedy any adverse human rights impacts
us assess whether our suppliers are meeting our directly caused by our actions.
sustainability criteria, including human rights, and
over time help achieve measurable improvements. No exploitation of labour We encourage our employees to play an active
role both in their local and business communities.
If we identify human rights breaches in relation We do not condone forced, bonded or Group companies should seek to create opportunities
to a supplier, but there is no clear commitment to involuntary labour, or the exploitation or for skills development for employees and within
corrective action, persistent inaction, or a lack of unlawful use of immigrant labour. communities, and aim to work in harmony with
improvement, then our work with that supplier Workers should never be required to surrender the development objectives and initiatives of
should cease. identity papers or pay deposits as a condition of host governments.
employment. Where national law or employment
procedures require use of identity papers, we will
use them strictly in accordance with the law.
Who to talk to
Your line manager
Your local LEX Counsel12 BAT Standards of Business Conduct Public contributions Public contributions Political contributions 13 Charitable contributions 14
13 BAT Standards of Business Conduct
Public contributions
Political
contributions
Where political contributions are Contributing for the right reasons Strict authorisation requirements Personal political activity
expressly permitted by local law Where expressly permitted by local law, Group All political contributions must be: As individuals, we have a right to participate
and generally accepted as part of companies may make contributions to political
expressly permitted by local law, as confirmed
in the political process. As employees, if we
parties and organisations and to the campaigns undertake any personal political activities
local business practice, they must for candidates for elective office (corporate by external legal advice we must:
only be made in strict accordance contributions to candidates for federal office notified in advance to the relevant Regional Head do so in our own time, using our own resources
with the law and this policy in the United States are strictly prohibited), of LEX or equivalent (subject to any applicable law
provided that such payments are not:
(or local equivalent) governing the nationality of persons permitted to minimise the possibility of our own views and actions
made to achieve any improper business or other be involved in such activity) being misconstrued as those of any Group company
advantage, or to influence any decision by a public authorised in advance by the board take care that our activities do not conflict with our
official to the advantage of any Group company of the relevant Group company duties and responsibilities to the Group
intended personally to benefit the recipient or his fully recorded in the company‘s books If we plan to seek or accept public office, we should
or her family, friends, associates or acquaintances notify our line manager in advance, discuss with
if required, placed on public record them whether our official duties may affect our
It is not permissible for a Group company to make
a political contribution if the contribution itself is Strict procedures must be followed when there is a work, and co-operate to minimise any such impact.
intended to influence the outcome of the debate, proposal to make a contribution to any organisation
for example by influencing a politician to act or vote within the European Union or the United States
in a particular way or otherwise assisting to secure engaged in political activity (especially if originating
a decision in favour of the company or the Group. from a Group company located outside the
jurisdiction). This is due to laws having extra-
When approving political contributions, the boards territorial effect and a very broad definition of
of Group companies should consider whether they ‘political organisation’. The foreign contribution
comply with these requirements. ban in the US is particularly strict and must be
adhered to carefully.
Group companies within the EU must seek prior
written approval from the Group Director of Legal
& External Affairs which, if given, may be subject to
specific conditions.
Who to talk to
Your line manager
Your local LEX Counsel
Head of Compliance14 BAT Standards of Business Conduct
Public contributions
Charitable
contributions
We recognise the role of business Giving for the right reasons Verifying reputation and status Public officials
as a corporate citizen and Group Group companies may make charitable Group companies should not make any charitable We must not seek to influence a public official
companies are encouraged to contributions and similar types of social contribution without verifying the recipient‘s by providing a contribution to a public official’s
investments, provided that these are lawful reputation and status. charity or any charity at their request or with
support local community and and not made to secure any improper business their agreement or acquiescence.
charitable projects or other advantage. Before making any contribution, Group companies
are expected to satisfy themselves that the recipient Contributions to a third party’s charity, such as a
Group companies should always consider any is acting in good faith and with charitable objectives, public official’s family member, friend, or associate, as
proposal to make a charitable contribution or such that the contribution will not be used for any an indirect way to influence the official are prohibited.
similar social investment in the context of their improper purposes.
overall strategy for corporate social investment,
having regard to the Group Strategic Framework In countries where charities are required to register,
for Corporate Social Investment. Group companies should verify their registered
status before making a contribution.
Fully recording what we give
Any charitable contribution or other corporate
social investment by a Group company must
be fully recorded in the company‘s books and,
if required, placed on public record either by
the company or the recipient.
Group companies should ensure that contributions
they report through LEX for social reporting
purposes are consistent with those they report
through Finance for financial and statutory
reporting purposes.
Who to talk to
Your line manager
Your local LEX manager15 BAT Standards of Business Conduct Corporate assets and financial integrity Corporate assets and financial integrity Accurate accounting and record-keeping 16 Protection of corporate assets 17 Confidentiality and information security 18 Insider dealing and market abuse 19
16 BAT Standards of Business Conduct
Corporate assets and financial integrity
Accurate accounting
and record-keeping
Honest, accurate and objective Accurate information and data Following accounting standards Documenting transactions
recording and reporting of financial All data that we create, whether financial Financial data (e.g. books, records and All transactions and contracts must be properly
and non-financial information is or non‑financial, must accurately reflect the accounts) must conform both to generally authorised at all levels and accurately and
transactions and events covered. accepted accounting principles and to the completely recorded.
essential to the Group‘s reputation, Group‘s accounting and reporting policies
its ability to meet its legal, tax, audit We must follow applicable laws, external and procedures. All contracts entered into by Group companies,
accounting requirements and Group procedures whether with another Group company or a third
and regulatory obligations, and for for reporting financial and other business Group companies’ financial data must be maintained party, must be evidenced in writing.
supporting business decisions and information. in line with the generally accepted accounting
If we are responsible for preparing, negotiating
actions by Group companies This applies whether the data is in paper or
principles applying in their country of domicile.
or approving any contract on behalf of a Group
electronic form, or any other medium. For Group reporting, data must be in line with the company, we must make sure that it is approved,
Group‘s accounting policies (IFRS) and procedures. signed and recorded in accordance with the relevant
Failing to keep accurate records is contrary to contracts approval policy and procedures.
Group policy and may also be illegal.
There is never any justification for falsifying records
Co-operating with external auditors All documents prepared by a Group company in
connection with sales of its products, whether for
or misrepresenting facts. Such conduct may amount We must co-operate fully with the Group‘s domestic or export, must be accurate, complete
to fraud and result in civil or criminal liability. external and internal auditors and ensure that and give a proper view of the transaction.
all information held by them which is relevant to
the audit of any Group company (relevant audit All documentation must be retained (together with
Records management information) is made available to that company‘s relevant correspondence) where required for possible
Group companies must adopt records external auditors. inspection by tax, customs or other authorities.
management policies and procedures reflecting
Our obligation to co-operate fully with external
the Group Records Management Policy. Taxation
auditors is subject to legal constraints, for example
We must manage all of our critical business in the case of legally privileged documents.
We must comply with all applicable tax laws
records in line with those policies and procedures, and regulations in the countries where we
Otherwise, we should respond promptly to any
and never alter or destroy company records operate and be open and transparent with
request by external auditors and allow them full and
unless permitted. the tax authorities.
unrestricted access to relevant staff and documents.
We should be familiar with the records management Under no circumstances should we engage in
Under no circumstances should we provide
policy and procedures that apply to us. deliberate illegal tax evasion or facilitate such evasion
information to external or internal auditors
which we know (or ought reasonably to know) on behalf of others.
is misleading, incomplete or inaccurate.
Who to talk to
Your line manager
Your local LEX Counsel
Your local Records Manager17 BAT Standards of Business Conduct
Corporate assets and financial integrity
Protection of
corporate assets
We are all responsible for Acting in our company‘s Protecting our brands Using company equipment
safeguarding and making best interests and innovations We must not use company equipment or facilities
appropriate use of Group assets We must ensure Group assets are not damaged, We must protect all intellectual property for personal activities, other than as set out
below and in line with company policy.
with which we are entrusted misused, misappropriated or wasted and must owned within the Group.
report their abuse or misappropriation by others. Limited, occasional or incidental personal use of
Intellectual property includes patents, copyrights,
Group assets include physical and intellectual trade marks, design rights and other proprietary company equipment and systems issued or made
property, funds, time, proprietary information, information. available to us is permitted, provided that it:
corporate opportunity, equipment and facilities. is reasonable and does not interfere
Securing access to our assets with the proper performance our job
Guarding against theft does not have an adverse impact
We must protect information that may be
and misuse of funds used to provide access to Group assets. on the performance of our systems
We must protect Group funds and safeguard Always maintain the security of any information used is not for any illegal or improper purpose
them against misuse, fraud and theft. Our claims to access company property and networks, including
for expenses, vouchers, bills and invoices must be Reasonable and brief personal phone, email and
building access cards, ID, passwords and codes. internet use is permitted. Improper uses include:
accurate and submitted in a timely manner.
communication which is derogatory, defamatory,
‘Group funds’ means cash or cash equivalent Respecting the assets of third parties sexist, racist, obscene, vulgar or otherwise offensive
belonging to a Group company, including money
advanced to us and company credit cards we hold. We must never knowingly: improperly disseminating copyrighted,
Fraud or theft by employees could result in their damage, misuse or misappropriate licensed, or other proprietary materials
dismissal and prosecution. the physical assets of third parties transmitting chain letters, adverts
infringe valid patents, trade marks, or solicitations (unless authorised)
Devoting sufficient time to our work copyrights or other intellectual property visiting inappropriate internet sites
in violation of third parties‘ rights
We are all expected to devote sufficient time
to our work to fulfil our responsibilities. perform unauthorised activities which
adversely impact the performance of
Whilst at work, we are expected to be fully engaged third parties‘ systems or resources
and not to undertake personal activities beyond a
modest level that does not interfere with our job. We should show the same respect to the physical
and intellectual property of third parties that we
expect them to show towards the Group‘s assets.
Who to talk to
Your line manager
Your local LEX Counsel18 BAT Standards of Business Conduct
Corporate assets and financial integrity
Confidentiality and
information security
We must maintain the confidentiality Disclosing confidential information Use of confidential information Third party information
of all commercially sensitive information, We must not disclose confidential information We must not use confidential information We must not solicit or wilfully obtain from any
trade secrets and other confidential relating to a Group company or its business relating to a Group company or its business for person confidential information belonging to
outside the Group without authorisation our own financial advantage or for that of a another party.
information relating to the Group from higher management and only: friend or relative (see ‘Conflicts of interest‘).
and its business If we inadvertently receive information which we
to agents or representatives of a Group company Particular care must be taken if we have access to suspect may be confidential information belonging
owing it a duty of confidentiality and requiring ‘inside information’, which is confidential information to another party, we should immediately notify our
the information to carry out work on its behalf relevant to the price of shares and securities in public line manager and local LEX Counsel.
companies. For further details, see ‘Insider dealing
under the terms of a written confidentiality and market abuse’.
agreement or undertaking
under the terms of an order of a competent judicial, Personal data
governmental, regulatory or supervisory body,
Our confidential information is any information having notified and received prior approval from Group companies and employees must
or knowledge which may prejudice the Group‘s local LEX Counsel ensure that they comply at all times with
interests if disclosed to third parties, such as: data protection laws.
If confidential information is to be transmitted
sales, marketing and other corporate databases electronically, then technical and procedural Access to personal data must be limited to
pricing and marketing strategies and plans standards should be agreed with the other party. authorised employees who have a clear business
confidential product information and trade secrets need to access that data.
We should be mindful of the risk of unintentional
research and technical data disclosure of confidential information through Data protection laws govern the handling and
new product development material discussions or use of documents in public places. processing of personal data and the extent to
business ideas, processes, proposals or strategies which it may be transferred between companies
or countries. These laws usually apply to personal
unpublished financial data and results Access to and storage of data relating to employees or customers.
company plans confidential information
personnel data and matters affecting employees
Access to confidential information relating
software licensed to or developed by a Group company
to a Group company or its business should
only be provided to employees requiring it
in order to carry out their work.
We must not take home any confidential
information relating to a Group company
or its business without making adequate
arrangements to secure that information.
For further guidance, please see the Group‘s
Security Policy Statement on interact.
Who to talk to
Your line manager
Your local LEX Counsel19 BAT Standards of Business Conduct
Corporate assets and financial integrity
Insider dealing
and market abuse
We are committed to supporting Market abuse Handling inside information Responsible share dealing
fair and open securities markets We must not commit any form of If we have or receive information that may be We must not deal in the securities of any publicly
throughout the world. Employees market abuse, including: inside information relating to any publicly traded traded company (whether Group or non-Group),
Group company, we must disclose it immediately or encourage others to so deal, while having
must not deal on the basis of improper disclosure of inside information to our General Manager, Head of Function, or inside information relating to that company.
inside information or engage dealing in securities on the basis of inside information (if the information relates to a specific project)
If you intend on dealing in the securities of any
in any form of market abuse to the project leader. Otherwise, we must
publicly traded Group company, and from time
misuse of inside information not disclose this information without specific
authorisation, and then only to: to time have access to inside information relating
engage in market manipulation to that company, then you must comply with
employees who require it to carry out their work local share dealing laws and, if it applies to you,
‘Market abuse’ means conduct which harms the
any share dealing code issued by that company.
integrity of financial markets and public confidence agents or representatives of a Group company
in securities and derivatives. Market abuse and who owe it a duty of confidentiality and require such ‘Securities’ includes shares (including American
insider dealing (committing it or encouraging it information in order to carry out work on its behalf Depository Receipts), options, futures and any other
‘Inside information‘ is information in others) is illegal in most countries. type of derivative contract, debts, units in collective
of a precise nature which: Care is needed when handling inside information, investment undertakings (e.g. funds), financial
For more information about behaviour that may as its misuse could result in civil or criminal penalties
is not generally available; contracts for difference, bonds, notes or any other
constitute market abuse or insider dealing in the UK, for Group companies and the individuals concerned.
relates directly or indirectly to a publicly quoted investments whose value is determined by the price
see our Code for Share Dealing on interact.
company or to its shares or other securities; and If you are uncertain whether you possess inside of such securities.
would, if generally available, be likely to have a significant information, contact the Company Secretary ‘Dealing’ is widely defined and includes any sale,
effect on the price of that company‘s shares or other of British American Tobacco p.l.c., or of the purchase or transfer (including by way of gift) as
securities, or related investments company concerned. well as spread bets, contracts for difference, or other
derivatives involving securities, directly or indirectly,
whether on your own or someone else’s behalf.
Our Code for Share Dealing sets out the rules
applying to ‘insiders’ of British American Tobacco,
for whom there are additional restrictions on dealing
in the securities of British American Tobacco p.l.c.
We are legally required to keep a list of all insiders,
who will be individually notified of their status.
Who to talk to
Your line manager
Your local LEX Counsel
Head of Compliance20 BAT Standards of Business Conduct National and international trade National and international trade Competition and anti-trust 21 Money laundering 22 Illicit trade 23 Sanctions 24
21 BAT Standards of Business Conduct
National and international trade
Competition
and anti-trust
We believe in free competition. Commitment to fair competition Meeting competitors Resale price maintenance
Group companies must compete We are committed to vigorous competition Any meeting or direct talk with our competitors Certain restrictions between parties in different
fairly and ethically, in line with and to complying with competition laws in each should be treated with extreme caution. We must levels of the supply chain, such as resale price
country and economic area in which we operate. keep careful records of them, and break off if they maintenance provisions between a supplier
competition (or ‘anti-trust‘) laws are, or they may be seen as, anti-competitive. and a distributor or reseller, may be unlawful.
Many countries have laws against anti-competitive
behaviour. They are complex and vary from one Not all arrangements with competitors are Restrictions on our customers’ ability to resell into
country or economic area to another, but failing to problematic. Legitimate contact can be in the territories or to certain customer groups may be
comply with them can have serious consequences. context of trade associations, certain limited a serious competition issue in certain countries.
information exchange, and joint initiatives on
regulatory engagement or public advocacy. Resale price maintenance is where a supplier seeks
Parallel behaviour to, or does in fact, control or influence (including
indirectly, through threats and/or incentives) the
Parallel behaviour with our competitors is not Competitor information prices at which its customers resell its products.
anti-competitive by default, but we must not
How competition law affects our business collude with our competitors to: We may only gather information about Rules on resale price maintenance and resale
our competitors by legitimate legal means, restrictions vary across the world. If relevant to your
Competition law impacts on almost all aspects of our fix prices or any element or aspect of pricing
activities, including sales and display, our relationships
and in compliance with competition law. role, you need to be familiar with the rules applicable
(including rebates, discounts, surcharges, in the countries for which you are responsible.
with suppliers, distributors, customers and competitors, pricing methods, payment terms, or the Obtaining competitor information directly from
our negotiation and drafting of contracts, and when we
are deciding pricing strategy and trading conditions.
timing, level or percentage of price changes) competitors is never justifiable, save for very limited
and exceptional circumstances. Mergers and acquisitions
The law is linked to market conditions, which will affect fix other terms and conditions
how a competition issue is approached, such as: Gathering competitor information from third parties Where Group companies are involved in mergers
divide up or allocate markets, customers or territories (including customers, consultants, analysts and trade and acquisitions, mandatory filings may have to
market concentration;
product homogeneity and brand differentiation; or limit production or capacity associations) often raises complex local legal issues be made in one or more countries.
and should only be undertaken with proper advice.
regulation, including advertising restrictions, influence the outcome of a competitive bid process Filing obligations vary from country to country, but
display bans and public smoking bans should always be checked in the context of mergers,
agree a collective refusal to deal with certain parties Dominant position acquisitions (of assets or shares) and joint ventures.
‘Agreement’ in this sense includes a written or Where a Group company has ‘market power’,
oral agreement, understanding or practice, a it will typically have a special duty to protect Seeking specialist advice
non-binding agreement or action taken with a competition and not to abuse its position.
common understanding, or an indirect agreement If we are involved in business activities where
brokered by a third party, such as a trade association, The concepts of ‘dominance’, ‘market power’ competition laws may be relevant, we must
customer or supplier. and ‘abuse‘ vary widely from country to country. follow regional, area or market guidelines that
give effect to Group policy and the law in this
It also includes situations where competitors share Where a Group company is considered to be area, and consult with our local LEX Counsel.
(directly or indirectly) information with a view to dominant in its local market, it will generally be
reducing competition. For example, competitors limited in its ability to engage in practices such We should not assume that competition law will not
might inform each other of future price increases as exclusivity arrangements, loyalty rebates, apply simply because there are none in effect locally.
so they can co-ordinate their pricing policies discriminating between equivalent customers, Many countries, such as the US and within the EU,
(known as a ‘concerted practice’). charging excessively high or low (below cost) prices, apply their competition laws extra-territorially
or tying or bundling together different products. (where conduct occurs, and where it has effect).
Who to talk to
Your line manager
Your local LEX Counsel
Head of Regional Commercial ComplianceYou can also read
