Adoption:
1st December 2006
Plastribution
Corporate Compliance Program
Please contact the following if you have any questions or comments regarding the
contents of this document
Mike Boswell
T 01530 560 560
M 07831 867 821
E mike.boswell@plastribution.co.uk
11
Table of Contents
1.
Application of the Compliance Program
2.
Management Message
3.
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
The Compliance Framework
General Principles
Purpose of the Compliance Program
Approach to the Compliance Program
Review of Compliance Procedures
Declaration of Periodical Amendment to the CP
Compliance Officer
Reporting Lines
Access to Information
4.
Standards of Ethical Conduct
4.1
ITOCHU Corporation Code of Conduct
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
Basic Value and Principle
Working Honestly & Ethically
Conflicts of Interest
Use of Confidential and Inside Information
Patents, Trademarks and Copyrights
Proper Use of Company’s Resources
Corruption, Bribes, Kickbacks
Gifts
Receiving Gifts
Giving Gifts
Financial Accounting and Reporting; Books and Records
Environment, Health and Safety
5.
5.1
5.2
Violations and Reports of Violations
Violations
Reports of Violations
6.
6.1
6.2
6.3
6.4
Do’s and Don’ts
Ethical Conduct
Conflict of Interest
Corporate Communications
Confidential Information
7.
Compliance Communication Network
8.
Provision of Internal Information (Hotline)
9.
Education and Training
10.
Lists of Laws, Regulations Applicable to Plastribution Limited
12
1.
APPLICATION OF THE COMPLIANCE PROGRAM
This corporate compliance program is applicable to all activities of Plastribution and
all of its activities.
2.
MANAGEMENT MESSAGE
Many large companies adopt a system of corporate compliance with the objective of
maintaining an ethical, moral and healthy business where the shareholders can be
assured that their money is safely invested, and that regulatory authorities are
satisfied that the business is compliant with appropriate standards.
Whilst Plastribution is quite a small business, we are part of Itochu and as such also
need to introduce a system of Corporate Compliance. Rather than develop our own
system, we have adopted the ‘Itochu Corporation Corporate Credo & Code of
Conduct’. You should read this document & familiarize yourself with its contents.
The responsibility of Corporate Compliance rests with each and every employee. If
you are concerned about any activity of the Company or its employees, you are
responsible for reporting it via the ‘Hotline’ (Page 22)
3.
THE COMPLIANCE FRAMEWORK
3.1
General Principles
PLASTRIBUTION (“Plastribution” or “Company”) seeks to conduct business
in accordance with the law, rules and policy, best market practice and the
highest standards of integrity and fair dealing. It is imperative that all
employees of PLASTRIBUTION act in conformity with their own and
PLASTRIBUTION’s responsibilities under the legal and regulatory system as
well as PLASTRIBUTION’s company rules and business practice.
PLASTRIBUTION’s image and reputation for integrity are its most valuable
assets and the conduct of PLASTRIBUTION’s employees must protect those
assets at all times. To assist in compliance with legislation, rules and
regulations, PLASTRIBUTION has established internal controls and
procedures to manage its business effectively. This includes having well
defined compliance procedures and ensuring all staff are aware of their
obligations. Any breach of the legislation, rules and policies and any failure to
consistently and effectively follow this Compliance Program creates a
significant risk of damage and loss to the name and reputation of
PLASTRIBUTION.
13
3.2
Purpose of the Compliance Program
This Compliance Program forms part of PLASTRIBUTION's overall
compliance measures for the operation of its business and is supported by
underlying policies and procedures which provide greater detail about how
certain tasks will be performed. The Program itself is not intended to be
exhaustive or a substitute for the regulations, policies and procedures that
apply to the business. The purpose of this Compliance Program is to identify
key processes that PLASTRIBUTION has established to manage its business
and to outline the compliance procedures, and monitoring and reporting
processes undertaken to ensure compliance with the applicable legislation,
rules and regulations.
3.3
Approach to the Compliance Program
The approach in preparing this Compliance Program has been to identify
PLASTRIBUTION's obligations under relevant legislation, rules and
regulations. This Program also sets out the compliance procedures and
processes used to address those rules and regulations.
This Compliance Program does not, and is not intended to address every
requirement of all legislation, rules and regulations.
This Compliance Program aims to:







Prevent, identify and respond to breaches of the applicable legislation,
rules and regulations
Promote a culture of compliance within PLASTRIBUTION
Assist PLASTRIBUTION in remaining a good corporate citizen
Set up an efficient and fair system of complaints handling
Ensure the reporting of actual or potential compliance failures
Ensure the reporting of the correction of these failures
Ensure the reporting of systematic and recurring problems to those with
sufficient authority to correct them.
14
3.4
Review of Compliance Procedures
Formal Review
PLASTRIBUTION recognise that a review of its compliance procedures is
necessary in order to identify and understand reasons for non-compliance and
to identify and design measures to improve compliance.
The purpose of the review will be to ensure that the compliance program:


3.5
is still appropriate for PLASTRIBUTION's current operations; and
is performing effectively as measured against the compliance objectives.
Declaration of Periodical Amendment to the CP
In addition to the formal review procedure, formal compliance reviews will be
supplemented by a continuous or ongoing review of compliance objectives
and assessment criteria.
As part of the continuous review process, PLASTRIBUTION (through its
Compliance Officer) is committed to:





3.6
keeping abreast of best practices;
fostering a compliance culture within PLASTRIBUTION;
undertaking specific training and retraining of staff to foster compliance
recognising good compliance behaviour.
Improving and amending this compliance programme periodically to suit
the requirements of the laws and regulations and social needs
Compliance Officer
Appointment
In general terms, the Compliance Officer will be responsible for ensuring that
PLASTRIBUTION complies with its obligations under the relevant legislation
and the law generally.
Qualifications, Capabilities and Seniority
15
The person who is appointed as the Compliance Officer will:








be trained in the application of and have a detailed knowledge of this
Compliance Program;
maintain knowledge of compliance issues and the relevant legislation,
rules and standards through external training;
have high status, authority and recognition within PLASTRIBUTION;
have a record of integrity and commitment to compliance;
have access to expert knowledge or relevant laws, regulations and
standards and have access to professional advice in implementing
compliance with those laws;
have good communication skills;
have access to all levels of the organisation, including senior decision
makers; and
be both the formal and informal reference point on compliance matters.
Role and Duties
The principal duties and responsibilities of the Compliance Officer are as
follows:






To ensure the culture of compliance is maintained and, where possible,
enhanced within PLASTRIBUTION and to promote the ongoing
development of the compliance framework.
To report to the Board, equivalent body and/or nominated officer on
actual and suspected breach of this Compliance Program and the
applicable legislation, rules and regulations.
To undertake regular compliance checks through internal control
questionnaires and other appropriate surveys, enquires and monitoring
techniques in order to monitor and measure compliance with this
Compliance Program.
To recommend improvement to this Compliance Program when and if
applicable and to formulate and update policies and procedures for
approval by the Board, equivalent body and/or nominated officer.
To carry out directions of the Board, equivalent body and/or nominated
officer on compliance issues and to report progress back to the Board.
To brief, or arrange for the briefing of, the Board, equivalent body and/or
nominated officer on changes to the applicable legislation, rules and
16


3.7
regulations and to recommend to the Board, equivalent body and/or
nominated officer amendments to this Compliance Program, policies and
procedures and to implement agreed changes.
To train, or arrange for the training of staff and representatives.
To prepare and update, or arrange for the preparation and updating of
Compliance Programs and operating manuals.
Reporting Lines
The Compliance Officer has an unfettered reporting line direct to the Board,
equivalent body and/or nominated officer. If the Compliance Officer is
replaced at any time, the Compliance Officer appointed shall continue to have
an unfettered reporting line direct to the Board, equivalent body and/or
nominated officer. In addition, a regional compliance officer shall report to the
Europe Block Compliance Officer. Any change of regional compliance officer
must be reported to Europe Block Compliance Officer without delay.
3.8
Access to Information
The Compliance Officer will have unfettered access to all information within
the organisation concerning both the general operation of the business and
issues relating to dealings with customers. When investigating a breach or
suspected breach of this Program or any laws, regulations or licence
conditions, every staff member should provide the Compliance Officer with
every assistance required to investigate any such matters.
3.9
Change of Compliance Officer
Any change of compliance officer will be reported to Itochu a timely basis.
17
The Compliance Officer is as follows:
Mike Boswell
Managing Director
T 01530 560 560
M 07831 867 821
E mike.boswell@plastribution.co.uk
4.
STANDARDS OF ETHICAL CONDUCT
4.1
ITOCHU Corporation Code of Conduct
PLASTRIBUTION has adopted the ITOCHU Corporation Code of Conduct
"The ITOCHU Credo" and "The ITOCHU Way".
1)
Observance of Laws and Regulations
PLASTRIBUTION respects the laws and regulations of the countries
where it does business and international rules, and will pursue the
highest standards of ethical behavior in its dealings with customers,
suppliers, employees, shareholders, and other stakeholders.
2)
Supply of Quality Products and Services
PLASTRIBUTION is concerned with product safety and the
conservation of the environment, energy and natural resources, and
maintains a keen interest in the supply of safe, quality products.
PLASTRIBUTION will carefully consider the social utility of products
and services it supplies.
3)
Management with a Long Term Vision
PLASTRIBUTION will not pursue short-term interests at the expense
of its reputation for integrity, and will conduct its business with a
long-term vision.
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4)
Fair Dealing
PLASTRIBUTION recognises that free and fair competition is a
fundamental principle of the market economy and will engage in free
and fair competition. In addition, PLASTRIBUTION will maintain a
fair, sound, and open relationship with government agencies and
political bodies.
5)
Disclosure
PLASTRIBUTION values communication with its shareholders, other
stakeholders and the public at large, and will fulfill its duty to make
full, fair and timely disclosure of corporate information.
6)
The Environment
PLASTRIBUTION will remain vigilant in addressing today's critical
environmental issues.
7)
Good Corporate Citizen
PLASTRIBUTION will seek harmony between the pursuit of profit
and contribution to society, and will actively fulfill its role as a good
corporate citizen.
8)
Working Conditions
PLASTRIBUTION will promote good working conditions for its
employees, respect the dignity and personality of employees, and
foster an open culture where ideas can be freely expressed and
creativity can be fully developed.
9)
Policy Against Antisocial Organisations
PLASTRIBUTION will stand firmly against forces or organisations
that threaten the order and security of the public.
19
10) Globalization
PLASTRIBUTION, as part of a globally integrated corporation, will
respect the cultures and customs of all countries in which it operates,
conduct its overseas activities in a way that contributes to
development in all such locales.
11) Compliance
PLASTRIBUTION intends that all directors, officers, and employees
of PLASTRIBUTION understand and comply with this Code and will
develop a system to enhance the understanding, implementation and
effectiveness of this Code.
12) Commitment by Executives
The
executives
of
PLASTRIBUTION will
take
the
lead
in
implementing and enforcing this Code, and will vigorously address
violations through investigations. Fair and appropriate disclosure
shall be made of any such incidents, and appropriate measures,
based on principles of accountability, including action directed
toward them, shall be taken by PLASTRIBUTION's executives.
[The ITOCHU Credo]
[The ITOCHU Way]
Yes, we can.
Fight fair.
Open minded.
4.2
Basic Value and Principle
The Standards set out in this document summarise both the Company's
fundamental principles and uncompromising values for the ethical conduct of
business and each employee's personal responsibility to help the Company
20
achieve its goals by preserving, guarding and enhancing the reputation of the
Company.
These Standards establish guidelines, procedures and requirements to
promote compliance with the Company's policy on ethical business conduct. It
is applicable to all employees of the Company, as well as its consultants,
representatives and agents. While each policy addresses a specific area of
ethical business conduct or proper business practice, they are to be read
together as establishing minimum standards of ethical business conduct.
Please remember that each employee contributes to the care and
maintenance of the Company's most important asset – its reputation for
integrity. Every employee must help preserve that asset. This asset is the
cornerstone of the publics, customer and client’s faith and trust in the
Company. A single act of a single employee can do much to damage a hardearned reputation. These Standards are intended to assist employees in
guiding their conduct in dealing with customers, suppliers, partners,
government authorities, fellow employees and other entities in order to
enhance this reputation.
4.3
Working “Honestly and Ethically”
Each Employee will conduct the affairs of the Company fairly, characterised
by truthfulness and the absence of deception or fraud, and in compliance with
all relevant laws and regulations. Integrity must underlie all transactions and
relationships.
Since acts or situations that seem only slightly dishonest can lead to breach of
laws or of these Standards, whenever an employee finds himself or herself
with a difficult decision to make, the employee should seek counsel from his
or her manager and, most importantly, have regard to his or her own good
judgment and common sense. If an employee is confronted with a situation
that presents possible breach of these Standards, he or she must disclose
that fact immediately to his or her manager. Retaliation against any employee
who reports a genuine concern or participates in an investigation will not be
tolerated.
These Standards summarise the Company's position regarding each
employee's obligations and personal responsibility for helping preserve the
Company’s reputation. No written policy can spell out every conceivable kind
of business practice and behavior, but the Company hopes that employees
find these Standards sufficiently comprehensive to communicate clearly the
Company’s standards for ethical conduct and the Company's expectations of
its people. Every employee has the obligation to ask questions, seek
guidance, report suspected violations and express concerns regarding
compliance with these Standards.
21
Remember: There is no conflict between achieving a profit and conducting
business ethically. These two notions go together. Conducting business
honestly and ethically will maximise the Company's profits and success in the
long run.
4.4
Conflicts Of Interest
Employees of the Company have to avoid situations where their personal
interests conflict with, or appear to conflict with, the interests of the Company.
The term "conflict of interest" refers to any circumstances that would cast
doubt on any employee's ability to act with complete objectivity with regard to
the Company's interests.
Employees who purchase or sell products or services on behalf of the
Company must exercise great care to preserve their independence. They
must deal with suppliers and customers in a reputable, professional and legal
manner. Except as otherwise permitted by the Standards (see, "Bribes,
Kickbacks and Gifts”, below), no employee may solicit or accept money
or any gift, loan, fee, reward, commission, valuable security or other
thing of value to influence, in support of, in connection with or in reward
for any service, transaction or business of the Company, or in
anticipation of a possible future service, transaction or business
opportunity. Conversely, no employee may offer to pay any money or
give any gift, loan, fee, reward, commission, valuable security or other
thing of value to any outside person, entity or agency for the purpose of
influencing or supporting any service, transaction or business with the
Company.
Employees also may not engage in any outside activity that could
reasonably be expected to conflict with the interests of the Company.
4.5
Use of Confidential and Inside Information
The Company's trade secrets (confidential information used in the course of
business which give the Company a competitive advantage), proprietary
information and such other internal information are valuable assets belonging
to the Company. Protection of these assets plays a vital role in the Company's
continued growth and ability to compete.
Confidential company information generally falls into two categories:

Information intended solely for internal use, typically relating to the
Company's operations, such as customer lists, pricing policies and trade
secrets. The Company endeavors to keep this information confidential
indefinitely.

Confidential information disclosed to the Company's outside auditors,
business partners or the public. This information often evaluates the
22
Company's financial performance or identifies events which have a
significant or material impact on the value of the Company's assets.
It is the policy of the Company that all confidential business information
relating to the Company, its customers, suppliers, business partners
and employees must be used solely for corporate purposes and may not
be disclosed to unauthorised persons or used for the purpose of
furthering private investment or securing a personal benefit or a benefit
for a third party. Even within the Company, confidential information should
be discussed only with those people who, for legitimate business reasons,
need to know the information.
Employees should ensure that all material non-public information concerning
activities, securities held by and the financial condition or earnings of the
Company or another company remains confidential unless and until fully and
properly disseminated to the public by a person or persons authorised to do
so. The disclosure of such information, or use of such information by an
employee for his or her own benefit, or the benefit of a third party, may violate
the law or contractual obligations of the Company in addition to raising an
ethical problem.
4.6
Patents, Trademarks and Copyrights
If an employee becomes aware of an actual or suspected infringement of the
Company’s patents, trademarks or copyrights or misappropriation of a trade
secret of the Company’s by another, such infringement or misappropriation
must be reported immediately to a manager and/or a Director of the
Company. Conversely, it is corporate policy never to infringe the patent,
trademark or copyright rights of others. It is corporate policy to respect
intellectual property rights and observe the terms and conditions of any
license agreements to which the Company is a party. Software used by
the employees is copyrighted, and the Company does not have the right to
make copies of that software except for backup purposes. Corporate policy
prohibits the duplication of software programs. Any employee who perceives
that such a possible infringement by the Company may exist should notify the
Company’s IT Department.
4.7
Proper Use of Company’s Resources
Employees are responsible for, and will be held accountable for ensuring that
Company’s resources, such as time, material, equipment or information are
used only for ethical, legal or proper purposes that benefit the Company.
Misappropriation or unauthorised use by any employee of Companyowned or other business-related materials, equipment or information for
personal purposes, or uses not in the interest of the Company, will
constitute a violation of these Standards.
23
4.8
Corruption, Bribes and Kickbacks
Corruption is the asking, receiving or agreeing to receive, giving, promising or
offering of any gratification as an inducement or reward to a person to do or
not to do any act, with a corrupt intent.
It is an offence to give or receive or offer a bribe.
“Gratification” includes but is not limited to: 
money or any gift, loan, fee, reward, commission or property of any
description;

any office, employment, or contract;

any payment, release, discharge or liquidation of any loan, obligation or
other liability;

any other service, favour or advantage of any description; or

any offer, undertaking or promise of any gratification.
Value guidelines are as follows:
Gifts
Entertainment
Donation
Private
Public
£50.00 or more / person
£20.00 or more / person
£150.00 or more / person
£50.00 or more / person
Any amount (as set out in the compliance program)
Please refer to Mike Boswell if guideline values are likely to be exceeded.
4.9
Gifts
Gifts between employees of different companies can range from widely
distributed company novelties, which employees may both give and receive,
to bribes, which they may not. Employees may pay for and accept customary
business amenities, such as meals, provided the expenses are reasonable
and properly documented. For all gifts, entertainment and services, however,
there is a point at which they may not be accepted or given. The difficulty lies
in determining where that point is.
One way to approach this issue is to recognise the purpose of business gifts
and entertainment: to create good will. If they do more than that and,
instead, unduly influence the recipient, create an actual or potential conflict of
interest, or make him or her feel obligated to “pay back” the other Company
by giving it business or some special concession that may be against the
Company’s best interests or company policy or prohibited by law, then they
24
are unacceptable. The following guidelines are designed to describe what the
Company believes is generally accepted good business practice.
4.10
Receiving Gifts
Neither an employee nor any member of his or her family may solicit or
accept from a supplier or customer money or a gift that could be
reasonably construed as having any connection with the Company’s
business.
Gifts include material goods as well as services and discounts on personal
purchases of goods and services. If an employee is offered money or a gift,
or if one arrives at his or her home or office, he or she should immediately
inform his or her manager.
An employee may, however, with his or her manager’s approval, accept a gift
from a supplier or customer when the gift is of modest value and is of the kind
customarily offered to others having a similar relationship with the supplier or
customer. Employees should consult with their manager if they have any
doubts about a specific situation.
When authorised by the Company, and only in circumstances where there
is no potential conflict of interest or personal gain, employees may refer
customers to third-party suppliers or financial institutions. Employees may not
accept from anyone, except the Company, any fee, commission or other
compensation for such activity.
4.11
Giving Gifts
Employees may not give money or any gift to an executive, director,
official or employee of another company or to any supplier, customer or
any of their representatives, if it could reasonably be construed as
having any connection with the Company’s business.
In countries where local custom calls for and where all applicable laws allow
for giving gifts on certain occasions to customers and others, including
government officials, government employees or candidates for political office,
employees may, give gifts that are appropriate in nature and of nominal
value, provided they cannot be construed as seeking special favour or
corruptly influencing or inducing behavior.
Remember that what is acceptable in the business community-at-large may
not be acceptable (and may even be illegal) in dealings with government
officials or agents (foreign and domestic). Employees must always adhere to
all relevant laws in all jurisdictions that govern relations between government
customers and suppliers.
These rules do not apply to employee contributions to charitable, civil,
religious or other similar organisations having no connection to, or relation
25
with the Company or its business, so long as they are made by the individual
employee in his or her own name, for a lawful purpose, and out of his or her
personal funds.
4.12
Financial Accounting and Reporting; Books and Records
All accounting and other financial records must accurately, completely and
properly describe the transactions they record in accordance with generally
accepted accounting principles and the Company’s established corporate
accounting policies. All assets, liabilities, revenues and expenses of the
Company must be accurately recorded in the Company’s regular books and
records, and all corporate financial commitments must be duly authorised and
completely and accurately reported.
No employee may conceal information from authorised auditors (outside or
internal) or regulatory agencies and must disclose, on a timely basis,
information required to evaluate the Company’s financial position and the
propriety of its operations.
Each employee must help maintain the integrity of the Company’s financial
records, which records are critical to monitoring, assessing and achieving the
Company’s goals. No false or artificial statements or entries may be made or
reported to the Company for any purpose or used in any internal or external
correspondence, memoranda or communication of any type, including
telephone or e-mail communications. In addition, no corporate funds may be
placed in any personal or non-corporate account.
Penalties for violations of these rules could be severe for the Company as
well as the employee involved.
4.13
Environment, Health and Safety
All employees must be dedicated to conducting the Company’s business in a
socially responsible manner. Each employee must be committed to protecting
and maintaining the quality of the environment and to promoting the health
and safety of other employees and the public.
Employees are therefore required to operate in full compliance with both
the letter and the spirit of environmental, health and safety laws and
regulations, and Company policies. Employees should encourage care
and regard for the environment among fellow employees, adhere to
waste management requirements (i.e. recycling) and immediately report
any environmental, health or safety problems to a director.
5.
VIOLATIONS AND REPORTS OF VIOLATIONS
5.1
Violations
26
The Company will not tolerate violation of these Standards. This applies both
to employees who commit actual violations and those not directly involved in
the wrongdoing but who authorise or indirectly participate in any action that
violates the Standards. This includes:

any employee who fails to report a violation or withholds relevant and
material information concerning a violation of the Standards;

the violator's manager(s) to the extent that the circumstances of violation
reflect inadequate leadership, supervision, or lack of diligence (such as a
manager who directs or approves of such actions or has or should have
knowledge of them and does not move promptly to correct them, or any
manager who fails to ensure that employees are informed about the
Standards); and

5.2
any manager who attempts to retaliate, or encourages others to retaliate,
against any employee who reports a violation of the Standards.
Reports of Violations
Each employee must report to the hotline every known or suspected workrelated event of a questionable, fraudulent, or dishonest nature of which the
employee becomes aware, whether it involves employees of the Company or
outsiders. As a matter of corporate policy, the Company cannot and will
not retaliate against any employee who reports such an event and, to
the extent possible, the Company will keep any such report confidential
and limit knowledge of it to only those persons within the Company
having a need to know.
Employees must also inform their manager or the Company’s officers of
matters or concerns that might adversely affect the reputation of the Company
or be a threat to its assets or business in general. Employees should never
withhold information from the Company's independent or internal auditors,
lawyers, investigators or other persons acting on their behalf.
Please note that an employee's failure to report matters or concerns
required to be reported under these Standards is itself a violation of the
Standards and represents an independent ground for disciplinary
action.
In the event of an internal investigation or audit into any such activity, every
employee must cooperate fully with investigators appointed by the Company.
Fraudulent, dishonest, or criminal acts may subject the Company and/or
individual employees to potential civil and/or criminal liability.
If an employee in his or her capacity as an employee of the Company
becomes involved in any private litigation or governmental proceeding
including administrative and regulatory hearings, whether as witness, an
actual or prospective party, or as a claimant or defendant, he or she must
27
immediately report that fact to his or her manager (unless he or she is
prohibited by law from doing so), if the litigation or proceeding:

concerns the Company or an employee, customer, or supplier;

calls into question in any way the character or fitness of an employee; or

concerns an employee and has received, or is likely to receive, publicity
that may reflect on or affect the Company.
All managers who receive a report or become aware of conduct, behavior, or
other circumstances that are questionable or prohibited by these Standards,
or are or may otherwise be a violation of law, must bring such matters to the
attention to a Director at the earliest possible opportunity. Only the
management may grant exceptions to or waivers of these Standards.
If employees have queries regarding the interpretation or the application of
these Standards, or whether a particular action is proper and should be taken,
they should seek the advice of the hotline.
6.
DO AND DON’T
6.1
Ethical Conduct
Employees should preserve, guard and enhance the reputation and integrity
of the Company at all times.
DO:
1.
Have regard to your own good judgment and common sense. Seek
counsel from your manager when you have to make a difficult ethical
decision.
2.
Ensure that the Company’s resources are used only for ethical, legal or
proper purposes that benefit the Company.
3.
Conduct business honestly and ethically.
4.
Deal with suppliers and customers in a reputable, professional and lawful
manner.
DON’T
1.
Engage in any illegal activity.
28
6.2
2.
Retaliate against any employee who reports a genuine concern or
participates in an investigation.
3.
Attempt to evade the Company’s standards by acting through a third
party.
Conflicts of Interest
Employees of the Company should avoid situations where their personal
interests could conflict with the interests of the Company.
DO
1.
Obtain the written approval of your manager before accepting outside
employment, representation, consultancy or other activity for which you
will receive remuneration.
2. Bring any actually or potential conflict of interest to the immediate attention
of your manager.
DON’T
6.3
1.
Get involved in situations where your personal interests could conflict
with, or even appear to conflict with, the interests of the Company.
2.
Divert any business opportunity available to the Company.
Corporate Communications
Employees should avoid making oral or written communications which could
cause legal problems to the company. Corporate communications may be
used as evidence against the Company in any legal proceedings.
29
DO
1.
If you receive a request to comment on the business of the Company,
discuss this request with your manager first.
2.
Make all oral and written communications clear, accurate and within the
limits of the law.
3.
Use e-mail and voice mail for business purposes only.
DON’T
6.4
1.
Appear as a witness, give testimony or sign any statement advocating a
position at the request of an outside party, except as required by law.
2.
Make exaggerated
communications.
3.
Document your activities in such a way that might suggest to a third party
that you or the Company has engaged in some illegal activity.
4.
Download, distribute, print or sent pornographic, indecent, or obscene
materials.
5.
Include any content in any communication which may constitute verbal
abuse, slander or defamation or may be considered offensive, harassing,
vulgar, obscene or threatening.
6.
Include any content in an e-mail, conversation or voice mail that you
would not be prepared to set out in another type of communications (e.g.
letter of fax).
7.
Subscribe or post messages to an e-mail list server other than for
business purposes.
or
ambiguous
statements
in
corporate
Confidential Information
You have an obligation to treat classified, confidential or proprietary
information disclosed to you in confidence. All confidential business
information relating to the Company must be used solely for corporate
purposes.
30
DO
1.
Lock up all confidential information when it is not in use.
2.
Appropriately and clearly mark all restricted information as “Strictly
Confidential”.
3.
Consult with the Directors before copying or circulating restricted
information to other employees or third parties.
DON’T
1.
Disclose the Company’s
unauthorised persons.
confidential
business
information
to
2.
Use the Company’s confidential business information for the purpose of
furthering private investment or securing a personal benefit or a benefit
for a third party.
3.
Disclose Company secrets outside the Company except pursuant to an
appropriate confidentiality agreement or the specific authorisation of a
manager.
4.
Steal or wrongfully acquire a trade secret or proprietary information.
5.
Take confidential information which you gained access to during your
employment with you when you leave the Company.
Communicate privileged communication between you and the Company’s
lawyers with anyone else without the prior advice of the Company’s lawyers.
7.
COMPLIANCE COMMUNICATION NETWORK
When accidents and incidents occur, it is very important to quickly report accurate
information to top management. All communication shall be carried out according to
the chart below. NB See also HOTLINE below.
31
Chief Executive Officer
Itochu Europe plc
European Block
Compliance
Officer
Itochu Europe plc
Mike Boswell
Plastribution Ltd
Andy Lee
LJ Specilaities
8.
PROVISION OF INTERNAL INFORMATION (HOTLINE)
8.1
One of the purposes of the PLASTRIBUTION Compliance Program is to
motivate all PLASTRIBUTION staff members to follow the same direction
regardless of the specific characteristics of any project or country and to
increase the overall corporate value of PLASTRIBUTION by educating and
encouraging all staff members of PLASTRIBUTION Group to adhere to
Itochu’s Corporation’s Corporate Credo and Code of Conduct. If a staff
member regardless of his/her position (“reporting person”) within
PLASTRIBUTION reasonably believes that any of the following events has
occurred, the reporting person is required to report this information (“internal
information”) to his/her manager or supervisor who is responsible for the
respective organisation to which he/she belongs:
a)
b)
c)
Violation of law or ordinance, or potential violation;
Clear instances where a disciplinary action against an employee is
deemed necessary; or
Event which may cause a significant harmful effect to the lives or health
of individuals and/or to the environment.
8.2
The Manager or supervisor who has received the internal information from the
reporting person must immediately report the same to the officer responsible
for the compliance at the respective organisation(s) and, at the same time,
report the same to the officer of the respective Compliance Office.
8.3
If the situation is still not corrected despite Internal Information being reported
through the ordinary channel of communication, or if reporting through the
32
ordinary channel of communication is difficult, the reporting person may report
the internal information through the hotline as described on the next page.
Although we recommend that a reporting person identify his/her name when
reporting internal information, in order to ensure that we conduct
investigations in an accurate, prudent and efficient manner and protect such
reporting person, we accept anonymous reporting, where, given the situation,
necessary or appropriate.
8.4
When internal information is received via the hotline, an investigation will be
conducted without delay, and those results and feedback (to the extent
appropriate) will be provided to the reporting person; provided, however that
no feedback will be provided to the reporting person if the Compliance Office
reasonably believes it appropriate not to provide it to the reporting person or if
the reporting of the internal information was anonymous.
8.5
No reporting person of the internal information will be discharged or retaliated
by the respective Overseas Office/Group Company to which he/she belongs
simply because such reporting person has provided the internal information.
Those who have received internal information should treat the information in a
manner that will not harm the reporting person. However, use of this system
to slander/defame others or to make improper gains for himself/herself is
prohibited, and this system is not considered as conferring any further right or
privilege in addition to those provided by the relevant laws in the region where
applicable to the employment of the reporting person.
Hotline :
Mike Boswell
T 01530 560 560
M 07831 867 821
E mike.boswell@plastribution.co.uk
Normally you should raise any concerns about Plastribution’s compliance with
a Mike Boswell. However, it is possible that in some circumstances that you
become aware of a compliance issue that cannot be reported by this route, or
that you would like to discuss with an independent person in the first instance.
In this case, an alternative Hotline has been set up with our sister company,
LJ Specialities: -
33
Contact details: Andy Lee
LJ Specialities Ltd
Enterprise Drive
Holmewood Industrial Park
Holmewood
Chesterfield
S42 5UW
Office Tel: 01246 593000
Mobile: 07802 158132
e-mail: a.lee@lj-specialities.co.uk
9.
EDUCATION AND TRAINING
9.1
Plastribution has an education and training program to educate the staff and
employees to achieve the purpose of this Compliance Program.
9.2
Each Compliance Officer shall create and submit a training and education
program to Europe Block Compliance Officer for his confirmation. Each
company and office shall implement the confirmed program each year.
9.3
The scope of training and education shall be as follow:
10.
a)
Understanding and compliance with the PLASTRIBUTION Europe Block
Compliance Program
b)
Understanding the basic EU laws, the compliance of which is important
and essential for the business operation.
c)
Understanding the business laws, which regulate the specific business
operations currently conducted by the company and office.
d)
Understanding new laws and regulations, which will impact the current
business of the company and office.
LIST OF NATIONAL LAWS AND REGULATIONS
10.1 Governing law (pursuant to which the Company was formed)
a)
Companies Act 1985 and other related laws
34
10.2
Tax and Accounting and Finance
a)
b)
c)
d)
e)
f)
g)
h)
i)
j)
k)
l)
10.3
Human Resources
a)
b)
c)
d)
e)
f)
g)
h)
i)
j)
k)
l)
10.4
Finance Act
Income and Corporate Tax Act
Value Added Tax Act and Added Tax Regulations 1995
Capital Gains Tax Act
Taxation of Chargeable Gains Act
Capital Allowance Act
Income Tax (Earnings & Pension, Trading & other Income) Act
Taxes Management Act
Transfer Price
Company Act 1985
UK GAAP
Financial Services and Market Act
Data Protection Act. 1998 in force form 2000
Health & Safety at Work Regulations 1999
Employment Act/Dispute Resolution Regulations/Grievances (Equal
Opportunities, Particulars of Employment, Hours of Work, Maternity
Rights, Parental Leave, Time Off for Dependants, Part-Time Workers,
Statutory Sick Pay, Minimum Wages, Holiday Pay, Pensions, Equal
Opportunities, Sex and Race Discrimination, Disability Discrimination,
Health and Safety, Insurance, Unfair Dismissal)
Freedom of Information Act, 2000
Asbestos Regulation 2002
Public Interest Disclosure Act 1998
Disability Discrimination Act, as amended 2003
Race Relations Act 1976
Sex Discrimination Act 1975
Employment Relations Act 1999
Human Rights Act 1998
Employment Equality (Age) Regulations 2006
Business
a) Product Liability and Product Safety
b) Enterprise Act./Cartel Offence, Investigation and Prosecution under the
Enterprise Act 2002
c) Restrictive Trade Practices Acts 1976 and 1977
d) Resale Prices Act 1976
e) Competition Acts 1980 and 1988
f) Companies Act 1985 and 1989
g) Company Directors Disqualification Act 1986
h) Late payment of Commercial Debt Regulations 1993
i) Unfair Contract Terms Act 1977 (“UCTA”)
j) Supply of Goods Act 1979 and Supply of Goods and Services Act 1982
k) Insolvency Act 1986
35
l)
m)
n)
o)
p)
q)
r)
s)
t)
u)
v)
w)
x)
y)
10.5
Copyright Design and Patent Act 1988
Trade Marks Act 1994
Environmental Liability Regulations
Limitation Act 1980 (time bar is 6 years in principal)
The Arbitration Act 1996
MSDS/TREM Card Regulations
Producer Responsibility Obligations (Packaging Waste) (Amendment
Regulations) 1999
Copyright Design and Patents Act 1988
Hazardous Waste Regulations
Computer Misuse Act 1990
Data Protection Act. 1998 in force form 2000
Import requirements for wood and wood packaging material (including
dunnage) entering the European Community – ISPM15
REACH Registration, Evaluation, Authorization, Restriction of Chemicals
June 2007
Bribery Act July 2011
IT Department
a)
b)
c)
Copyright Design and Patents Act 1988
Hazardous Waste Regulations
Computer Misuse Act 1990
End
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