APPENDIX 9

on Scientific and Environmental Matters

CODE OF ETHICAL CONDUCT

GROUP ENVIRONMENTAL AFFAIRS SECTION XYZ

1 January 1997

XYZ London Limited 150 River Walk London WC2 3XD (Chairman’s name)
Chairman (Date)

CODE OF ETHICAL CONDUCT on Scientific and Environmental Matters

XYZ is a major multinational corporation operating in many countries, impacting upon the environment in many ways, employing many people and whose ultimate customers are the many individuals who rely on the quality of our products for their well-being. So it is appropriate that we are seen to operate responsibly and with ethical integrity in our scientific conduct and our environmental responsibility. Our guiding principle is that we should endeavour at all times to maximise community benefit while never doing any harm. We should avoid even the suggestion of impropriety. This should be so even when the law is permissive. There should be no risk to our local or international reputation if any details about our affairs were to become public knowledge. We should aim to adopt the highest available scientific and environmental standards. At all times our business must be conducted honestly and scrupulously, free of deception. To these ends, this Code provides detailed guidance on the application to issues of scientific and environmental responsibility of the policies outlined in XYZ’s Statement of Corporate Principles. A separate Code of Business Conduct applies those policies to commercial issues in particular. You will find some wording in common between the Statement and the two Codes where similar principles and required practices are set out. Copies of the three documents are available at all locations to all staff - from regional and country managers, from divisional and business unit heads. They are also available from Environmental Affairs staff or through Internal Audit locally or at Group level, from whom guidance on interpretation and application may be sought by staff. This document has been approved by the Executive Committee and adopted by the Board of XYZ. The Executive Committee reviews annually the Code’s appropriateness and effectiveness and advises the Board accordingly. As part of this review, line managers annually are required to formally monitor their and their staff’s performance in observing the requirements of this Code within their areas of responsibility and, where judged appropriate, to develop initiatives to provide reasonable assurance of future compliance. Line managers are responsible to foster a sense of responsibility for the environment amongst employees at all levels. The Board places particular importance upon timely actions to be taken whenever necessary to identify, contain and eliminate irresponsible or illegal acts - especially having regard to changes in technology, industrial practices, product design and trends in legislation.

A fundamental principle of the way XYZ conducts its affairs is that applicable laws and regulations are to be scrupulously observed at all times. Practical difficulties may arise in many cases, such as when there are conflicts between the law of different countries, when local business custom and practice is inconsistent with local law or when there is ambiguity as to the legal position. Any case of actual or prospective non-compliance with law should be raised urgently with management and, if material, with the Group Chief Executive. The XYZ person responsible should endeavour to ensure that equivalent standards to those set out in this Code are followed in companies in which XYZ has an interest but does not have control and also in those businesses with whom XYZ has contractual relationships. Where they are not, the XYZ person responsible should refer the matter upwards within XYZ. The Board of XYZ regards it as the duty of every individual employed by or acting for XYZ to follow all the requirements of this Code. Any proposed action which appears to be in breach of any requirement of this Code should not be progressed without full disclosure to and prior approval of the Group Chief Executive or the Group Head of Environmental Affairs. Appropriate behaviour by individuals which is in compliance with this Code and also specifically approved departures from this Code will be supported by the company under its principle of collective responsibility. Your duty to comply with this Code includes a duty both to yourself and to XYZ to raise any concerns you may have on any matter of scientific or environmental conduct which appears to be a violation of this Code and in which you are actively involved. In addition you have a right to raise similar concerns about the conduct of others even where you are not directly involved. Usually you should first raise a matter of concern with your line manager and you should do so at the earliest opportunity. At your discretion you may raise your concerns directly with senior management, with local internal audit or with the Group Head of Environmental Affairs and you should do so where an issue remains unresolved to your satisfaction after you have consulted your immediate management about it. Conduct in the community XYZ accepts that it has community obligations wherever XYZ sources its supplies, conducts its business and where its products are used. We have a general duty to avoid conduct prejudicial to the best interests of these communities. We have a positive duty as well as a self interest, as corporate citizens committed within our business to improving the well-being of individuals, to use our best endeavours to enhance community life. Apart from altruistic motivations which are important, we believe that a positive approach to our community relations is in the best long term interests of our company, of those who work within it, and of our present and future customers and users of our products.. Staff are asked to assist XYZ to be proactive in searching out appropriate opportunities to contribute positively to community affairs and staff will be encouraged by XYZ to do likewise as individuals. Our contributions may be in leadership - by initiating or steering community projects; they may be supportive - in terms of responsible donations of facilities, equipment, materials, time or cash. To avoid waste, our community support should be targeted to improving economic or social well-being in demonstrable ways with a particular emphasis upon improving the quality of life of ordinary people. In nature and scale our support should be appropriate in each community while bearing favourable comparison with other companies of similar standing. Our support should be consistent with XYZ’s business interests and corporate image, and should have a clear potential

to enhance both of these. XYZ has an enlightened self interest in communicating information and views on scientific and environmental issues which should be of public concern which have an important impact upon the XYZ business: management should be active in looking for appropriate opportunities to do so. The information and views so communicated must be relevant, reliable and responsible. We should seek to cooperate with official bodies and technical organisations in the formulation of standards and the means of complying with them. XYZ strives to be a good employer with regard to individual staff who are actively involved in community life, including involvement in politics. Accordingly, XYZ management should facilitate and not unnecessarily impede the process when individual XYZ staff exercise their legal rights to become actively involved in local or national affairs and politics. In turn, staff who are so active, or minded to become so, should be candid with their XYZ management so that management are best able to be cooperative and difficulties are more likely to be avoided. Staff so involved have an obligation to XYZ to weigh carefully their obligations to XYZ when actual or potential conflicts of interest arise - in their use of time, in campaigning on issues of relevance to the XYZ business, and so on. Employees engaging in political activity do so as private individuals and not as representatives of XYZ. Business and product development The environmental impact and potential health effects of all new corporate activities, acquisitions, projects, processes, products and services shall be assessed in advance by responsible staff. XYZ accepts a responsibility to evaluate the ‘cradle-to-grave’ impacts of our products and services. All investment decisions are to take account of environmental and health considerations. There is an a priori assumption that clean technologies shall be chosen. The environmental impact of facilities shall be assessed with regard inter alia to site appearance, effect on local and remote ecological systems, and storage safety and access. XYZ’s transport strategy shall be determined having due regard to its environmental soundness. Conduct towards employees XYZ is committed to its employees. An underlying principle is to maximise the extent to which all employees have the opportunity to achieve their personal potential through their work and in the rest of their lives. XYZ believes that it succeeds through the dedication of all its employees. Their work satisfaction, security and safety are high priorities. In part this depends upon the implementation of appropriate policies which relate to health and safety. Employment practices including recruitment practices, contract terms and working conditions shall be sensitive to the culture of the country concerned so as to ensure that company conduct does not contribute to unacceptable social tensions or malaise. At the same time, care must always be taken to ensure so far as is reasonably possible that no harm occurs to those whose services the company employs while they are engaged in work-related activity. For staff to identify with XYZ and for XYZ to benefit most from the potential within its staff, the approach to their staff of XYZ’s managers and supervisors must be as open and candid as possible. Staff also must be made to feel that they can communicate upwards without formality, rebuff, rancour or victimisation. While not abdicating their personal responsibility for scientific and environmental matters, managers should delegate downwards to as great an extent as possible so as to empower and develop their staff. Rigid hierarchical styles of management should be discouraged and staff may address any issues directly above the level of their immediate supervisor if they judge this to be appropriate.

Supply XYZ is concerned about the sources and methods of production of the raw materials and components it acquires, and the environmental conditions of service providers. XYZ subscribes to the principle of sustainable development -p development which meets the needs of the present without compromising the abilities of future generations to meet their own needs. Wherever possible we use renewable, recycled and recyclable materials and components. Responsible XYZ staff should enquire so as to ascertain the extent to which elements of XYZ’s suppliers’ environments, products and services are hazardous, toxic, over-packed, non-renewable or not reusable. Production and administration In designing and operating production and administrative processes, XYZ staff shall endeavour to maximise efficiency by minimising or eliminating waste in all parts of the business with respect to materials, supplies, energy and other inputs and processes. Excess production is to be avoided. Where available ‘waste free’ processes and business practices shall be chosen in preference to others. Wherever possible XYZ reuses and recycles by-products of production. Hazardous substances, discharges, emissions, activities, practices and equipment are formally identified and necessary measures (including satisfactory plant maintenance and quality control) introduced and followed to prevent unwanted outcomes. Product quality and customer relations XYZ aims to provide eminently usable products which function for users efficiently and reliably and without harmful effects. They are, where possible and appropriate, to be reusable and repairable. At the time of production there must be sufficient opportunities to ensure ultimate safe and environmentally friendly disposal of our products and their parts including packaging; and wherever practical our products and their components shall be recyclable. Appropriate advice shall be provided to customers on all relevant environmental aspects of the handling, use and disposal of the products made or distributed by the company. XYZ has no future unless it continues to satisfy customer needs in a competitive environment characterised by rapid technological advances. The company acknowledges the primacy of the following environmental and technical principles which it expects its staff, as of duty, to apply consistently in practice and to encourage those who supply our ultimate customers to do likewise: · We strive to maximise the operational efficiency and reliability of all products we supply; · We strive to eliminate all possible hazards arising from the use of the products we supply; · Wherever possible we intend to provide products which are environmentally friendly through their reliability, reparability, reusability and recyclability; · We ensure that our products and packagings can be disposed of safely; · We endeavour in all circumstances to ensure that all information about our products and services is reliable and a sufficient basis for fully informed customer decision making and customer use; · We are committed to satisfying enquiries, complaints and suggestions thoroughly and promptly; · We are committed to meeting or exceeding all statutory requirements with regard to our products and services as well as to their marketing, sale, distribution and subsequent after-sales support.

Internal control All businesses and projects owned, managed or controlled by XYZ must maintain an adequate system of internal control which is in accordance with XYZ’s control policies. Management and staff are responsible to ensure that, within their respective areas of responsibility, necessary arrangements at acceptable cost are in place and are complied with to give reasonable assurance that the objectives of internal control are met. These objectives include: · The achievement of business objectives efficiently and economically; · The reliability of information used internally and for external reporting; · The safeguarding of corporate resources; · Compliance with laws, regulations and policies of the company. The necessary arrangements comprise proper attention to the following: · The control environment; · Information and communication; · Risk analysis; · Control activities or procedures; · Monitoring. All incidents involving a breakdown of control leading to any actual or potential breaches of the Code should be reported upwards immediately to management and to internal audit. For companies in which XYZ has an interest but does not have control, the XYZ person responsible should endeavour to ensure that equivalent standards are applied and should refer the matter upwards within XYZ when they are not. Records Responsible staff must ensure that all the operational records of the business represent a reliable, truthful, accurate, complete and up-to-date picture in compliance with prescribed corporate procedures and external standards and regulations; and that they are suitable to be a basis for informed management decisions. The prompt recording and proper description of operations is a duty of responsible staff. Falsification of records is strictly prohibited. No secret or unrecorded scientific activities are to be established or maintained. Conduct by people acting on XYZ’s behalf In the introduction to Code I indicated that the XYZ person responsible should endeavour to ensure that equivalent standards to those set out in this Code are followed in companies in which XYZ has an interest but does not have control, and also in those businesses with whom XYZ has contractual relationships. I also stated that it is the policy of the Board of XYZ that those employed by or acting for XYZ should follow all the requirements of this Code. For instance, contractors working on behalf of XYZ must ensure they act in accordance with this Code. It is not accepted that management and staff of XYZ circumvent their obligations under this Code by deputing unacceptable practices to intermediaries acting directly or indirectly on XYZ’s behalf so that XYZ may achieve a desired end while endeavouring to avoid any opprobrium. Grievance procedures Every XYZ operating unit must have in place and comply with suitable procedures to ensure that the concerns of staff on any issue related to this Code are considered promptly and thoroughly, and that remedial action is taken where appropriate.

Please use your best endeavours to bring this Code appropriately to the attention of all personnel, to all new employees, to our business partners and contractors as well as their staff and to any others with whom we are associated or do business.

(Chairman’s Signature)