2022 Pearson Code of Conduct

Code of
Conduct
A message from our CEO
Hi,
Our purpose is to add life to a lifetime of learning.

Learning is no longer a stage of life; it’s a lifelong
journey. One that people expect to lead to real growth
and impact. They’re looking for experiences that give
them the flexibility to jumpstart a new future but often
don’t know where to look. That’s where Pearson comes
in. In a landscape that is rapidly changing, we’re leading
the charge. Because learning isn’t just what we do, it’s
who we are.
Our values guide how we work together: we ask why,

we ask what if, we earn trust, we deliver quality, and
we make our mark. And like our values, our Code of
Conduct applies to every one of us. It clarifies what
is and isn’t acceptable to ensure we act with integrity
every day.
I expect everyone to read and follow our Code of

Conduct, and I want you to speak up immediately if you
feel we’re not following it.
Andy
Andy Bird
Chief Executive
www.PearsonEthics.com 2022 Pearson Code of Conduct | Page 2

Table of contents
A message from our CEO ......................................... 2 Resources at a glance ............................................. 30
I. Using the Code and applying our values ............ 4 Appendix: policies & resources ............................. 32
A. Our values ........................................................................... 4
B. How to use our Code ......................................................... 4
C. What is expected? .............................................................. 5
II. Speaking up and making ethical decisions ....... 6
A. Asking questions and speaking up .................................. 6
B. Anti-retaliation.................................................................... 7
C. Compliance ......................................................................... 7
D. Making the right choice: ethical decision making .......... 8
III. Treating others with respect and integrity ....... 9
A. Respect and integrity ......................................................... 9
B. Working with our learners, customers, and business

partners ................................................................................. 12
C. Avoiding conflicts of interest and corruption ............... 17
E. Accurate books and records ........................................... 21
IV. Treating our Content and Data with Care ...... 23
A. Content quality, ethical standards, and inclusion ........ 23
B. Privacy and personal information.................................. 24
C. Protecting our assets ....................................................... 24
D. Protecting our content .................................................... 25
E. Confidential information and intellectual property ..... 25
F. Communicating with the public ...................................... 26
V. Making a positive impact on society ................ 27
A. Sustainability and corporate responsibility .................. 27
B. Political activities .............................................................. 28
C. Global trade ...................................................................... 29

I. Using the Code and applying our values
A. Our values
Our five values include all of us. That’s why we always start with we: we ask why, we ask what if, we earn trust,
we deliver quality, and we make our mark. These values describe what is important to all of us. They guide us to do
what is right for the world around us, helping us reach our shared purpose: to add life to a lifetime of learning.
We ask We ask We earn We deliver We make

why what if trust quality our mark
We challenge We spark We build We hold our We execute

the status quo curiosity to credibility by customers and with speed and
by challenging innovate new acting with consumers in the agility to leave
ourselves. possibilities integrity highest regard, lasting impact
for everyone. every day. and our work on everyone
to the highest we serve.
standards.
B. How to use our Code

Our Code of Conduct (“Code”) is intended to help us Employees of third parties (such as temporary
apply our values to consistent standards of conduct employment agencies) can have a direct impact on our
worldwide. It provides guidance on what is expected reputation through their behavior. For this reason, we
of each of us as we work to achieve our business goals expect our Business Partners to meet the same high
and make Pearson a great place to work. standards and to follow the principles set out in our
Business Partners Code of Conduct.
No code of conduct can cover every possible situation,
and this is why we continue to rely on one another
to use good judgment and to raise questions or
concerns so that we can build and earn trust for one
another and our customers. You should know that
Pearson has other global and local policies on topics
that are not covered by the Code.
View the “Appendix: policies & resources” at the end

of this Code for a complete list of policies, resources,
and who to contact for assistance.
Sometimes local laws and customs or Pearson

policies may conflict with our Code. In such instances,
we apply the stricter standard. If you need help
determining which standard applies, please contact
HR, your Local Compliance Officer, or Compliance at
compliance@pearson.com.

C. What is expected?
We must always meet the highest standards of honesty, Don’t
integrity, and ethical conduct. We are expected to:
• Encourage someone to violate the law, regulations, the
• Act in a professional, honest, and ethical manner. Code, Pearson’s policies, or compromise ethical standards
even in an attempt to achieve a business goal, and never
• Know the Code as well as Company policies.
ask anyone to do something improper that you would not
Pay particular attention to the policies that are relevant
do yourself or that you believe is unethical.
to our job responsibilities.
• Deal with or investigate possible violations on your
• Report concerns about possible violations of laws,
own—instead contact HR, your Local Compliance Officer,
regulations, this Code, and other Pearson policies
or Compliance at compliance@pearson.com. You are also
to our manager.
encouraged to ask questions or make a report at
• Cooperate and tell the truth when responding to an www.PearsonEthics.com.
investigation or audit and never alter or destroy records
when an investigation is anticipated or ongoing.
• Review the Code regularly and acknowledge and commit Q: I’m a manager and I’m not clear what
to complying with it. I should do if someone comes to me with
a concern that involves a senior leader.
Remember: no reason, including the A: No matter whom the allegation involves,

desire to meet business goals, is ever you need to inform the appropriate people
an excuse for violating laws, regulations, so that the situation can be resolved. There
the Code, or company policies. are many ways for you to do this including
using www.PearsonEthics.com, where
you can submit reports anonymously. See
Additional responsibilities of managers page 7 of this Code of Conduct for more
If you manage people: information about reporting concerns.
Do Q: If I observe misconduct in an area outside

of my responsibilities, what should I do?
• Lead by example. Be a resource for others. Talk to your
team, colleagues, and Business Partners about how the
A: You have a responsibility to inform the
Code and our policies apply to their daily work and listen
appropriate people so that the issue can be
to their concerns and questions.
resolved. The best approach may be to talk
• Create an environment where everyone feels comfortable
first with the manager of the area where
asking questions and reporting potential violations of the
Code and Pearson’s policies.
the problem is occurring, or you can talk
to HR, your Local Compliance Officer, or
• Take responsibility when approached with concerns of a
suspected violation, make sure you understand the issue
Compliance at compliance@pearson.com.
and the circumstances under which it occurred, and ensure
You can also report the concern using
that the issue is properly escalated and addressed.
www.PearsonEthics.com.
• Ensure that our Business Partners are committed to
complying with our Business Partners Code of Conduct.

II. Speaking up and making ethical decisions
A. Asking questions
and speaking up Speaking up and anti-retaliation
Everyone has a responsibility to ask questions and raise www.PearsonEthics.com is a way to get answers to your
concerns when they believe that something might not questions and to report concerns by phone or online.
be right. We take concerns very seriously and have an It is operated by an independent company, available 24
explicit anti-retaliation policy. hours every day, and is multilingual. PearsonEthics.com
gives you the option to be anonymous as permitted by
If you have any questions or are concerned about law. If your local jurisdiction does not allow anonymous
something that seems to be in conflict with the law, reporting, the site will not permit you to make an
regulations, our Code, or our Company policies, you anonymous report.
have several options.
Here is how it works:
Start with your manager as a first step. Be as specific
and detailed as possible so they understand your
question or your concerns.
You can also:
• Contact Human Resources, including a senior HR leader,

or email employee.relations@pearson.com.
• Contact your Local Compliance Officer.
• Contact Compliance at compliance@pearson.com.
• Use www.PearsonEthics.com to ask a question or submit

a report either online or by phone.

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Pearson will not share information about individual disciplinary actions. We follow the laws in every country that we
operate in that protect the rights of those that raise concerns or are involved in investigations.
B. Anti-retaliation C. Compliance
Retaliation of any sort in response to a report Violating laws, regulations, the Code, or company
is completely unacceptable and undermines the policies, or encouraging others to do so may expose
purpose of PearsonEthics.com. Moreover, it is often you to personal risk, including criminal exposure and
illegal, and exposes Pearson to liability. individual liability. It also exposes Pearson to potential
liability and puts our reputation at risk. Violations
If you think that you or someone you know will result in disciplinary action up to and including
has experienced retaliation as a result of reporting termination of employment. Certain actions may also
a breach of the Code or for participating in an result in legal proceedings. For any specific local policies
investigation, contact any of the teams mentioned regarding discipline and investigatory matters, you
in this section of the Code. For more information should check with your HR representative.
on speaking up at Pearson, please view our Raising
Concerns and Anti-Retaliation policy. For more View the “Appendix: policies & resources” at the end of this
Code for a complete list of policies, resources, and who
information about using PearsonEthics.com, please to contact for assistance.
refer to our Frequently Asked Questions guidance on
www.PearsonEthics.com.

D. Making the right choice: ethical decision making
If you find yourself in a situation in which you are uncertain about what to do, you should
ask yourself the following questions:
Is it consistent with Pearson’s values?
Does it earn trust? If you are not sure, do not

make a decision or take the
action until you get additional
Is it legal and consistent with help and guidance. Contact
our policies and Code? any of the following resources:
• Your manager
• Your Local Compliance Officer
Would it harm Pearson’s • The Global Compliance Office
reputation or yours?
• Pearson Legal
• Your HR Business Partner
• Employee Relations
Does it seem ethical to you and to
those whose opinion you respect?
• www.PearsonEthics.com
Could the decision be improper

to a learner in any way?

III. Treating others with respect and integrity
A. Respect and integrity (Some limited and specific exceptions may apply where
local laws require divergence from Pearson’s policy. For
At Pearson, creating learning experiences that build more information, consult your HR Business Partner, Local
a more just and inclusive world isn’t something we Compliance Officer, Pearson Legal, or contact the Global
take lightly. It’s the responsibility of every one of our Diversity, Equity & Inclusion Team.)
employees and partners and is a journey that involves
us all.
2. Harassment-free workplace
Our standard
We believe we are at our best when we harness the
Pearson does not tolerate any form of harassment,
unique skills, perspectives, and backgrounds of every
bullying, or discriminatory behaviors including
employee to foster innovation and create the most
behaviors that are racist, anti-religious, anti-LGBT+,
effective solutions for learners around the world. We
and other biases that show prejudice toward a person’s
are committed to and promote an inclusive workplace,
gender, ethnicity, nationality, disabilities,
observe an equitable employment process, and do not
socio-economic status, and any other characteristic
tolerate any form of discrimination.
protected by law.
That’s why we’re building a culture of belonging for
These principles apply whether or not you are
everyone who works for and with us. We’re creating
at work. Therefore, you may be subject to discipline
more opportunities for diverse perspectives to be
for harassment, bullying, or discriminatory behaviors
heard and valued and creating more moments that
even outside of the workplace, including but not limited
are equitable and enriching. After all, it’s what we do
to activities online that damage Pearson’s reputation
inside Pearson that helps us create vibrant and inclusive
or cause concern for the well-being of learners
experiences for those we serve.
and employees.
1. Diversity, equity, inclusion, and
nondiscrimination Examples of harassment
Intimidation or bullying
Our standard
• Verbal abuse, threats, taunting, or other speech
We are committed to an inclusive workplace and
or action, including the display of images, that target
observe an equitable employment process. We do not
an individual’s characteristics that are protected under
tolerate any form of discrimination based in any way Pearson policies or applicable laws. Verbal abuse includes
on race, color, national origin, citizenship, religion or making derogatory, profane, or aggressive comments
religious affiliation, age, sex, gender identity and/or about a person.
expression, sexual orientation, marital or relationship
• Behavior that is intended to cause another employee
status, familial status, political affiliation, disability
to reasonably fear that they might be injured
(mental, sensory, intellectual, and physical), genetic or otherwise harmed.
information, veteran status, or any other characteristics
• The deliberate act on the part of one individual—often
or categories protected by specific Pearson employment
in a position of power—to target another individual
policies or applicable laws. Gender identity covers
in an attempt to control, humiliate, threaten and
all genders including those who identify as a man, intimidate them, or to sabotage their work, or efforts
woman, non-binary, or any other identity the individual for personal gain.
perceives themselves to be.
Harassment
We’re working to make every decision about who we
• Unwanted sexual advances or requests for sexual favors.
hire and how we promote equitable and free of bias.
This is a part of our commitment to providing equal • Unwelcome remarks, gestures, or physical contact.
opportunity in all aspects of employment, including • Sexual or offensive jokes, or comments (explicit
recruitment, hiring, training, compensation, benefits, or by innuendo).
terminations, educational assistance, social and • Making jokes or degrading references to someone’s
recreational programs, promotions, and transfers. sexual orientation, gender identity/expression, their

perceived sexual orientation, or gender identity/expression, anyone specified in your business unit’s employment
or their disability. policies, or via www.PearsonEthics.com.
• Threatening to “out” people for their sexual orientation • Treat all colleagues professionally, respectfully, and in
including bi-identities, trans-identity, or hidden disabilities. a manner that is in the best interest of the team, and
organization as a whole.
• Using a threatening tone, making derogatory or abusive
comments, or ostracizing people. • All colleagues should be treated with respect when it comes
to their race, gender, ethnicity, religious beliefs, sexual
orientation, disability, or other personal characteristics, and
Q: You’re at a meeting and a transgender deserve a workplace environment that is safe, and where
Person of Color shared their name and they can be themselves.
preferred pronouns during a meeting and a • Managers should lead by example and demonstrate
participant continually refused to use their behaviors that celebrate diversity, equity, and inclusion,
and have a critical duty to speak up and out about
correct name and misgendered the person
harassment and behavior that is detrimental to our values,
throughout the meeting. What should I do? culture, or our employees.
A: This is an example of intersectional Don’t

harassment. You can report your concerns to • Send obscene messages or make discriminatory remarks
your manager, HR, Pearson Legal, to anyone or inappropriate jokes.
specified in your business unit’s employment • If you manage people, or are involved in recruitment
policies, or via www.PearsonEthics.com. You and hiring, avoid introducing unrelated considerations
can also reach out privately to your colleague into your decisions.
and let them know you support them. • Engage in favoritism for any reason.
• Distribute or display obscene material or material that

violates this Code of Conduct, including written, recorded
Our responsibilities for diversity, equity, inclusion,
or electronically transmitted material/messages.
and for a nondiscriminatory and nonharassing
workplace • Comment, make jokes, or references that are homophobic,
biphobic, non-binary or transphobic.
Do
• Treat everyone equitably and with respect.
• Encourage and listen to those who speak up and work to

Q: What happens if someone engages in
create a culture where others feel valued and understood. discriminatory behavior outside of work, for
• Learn about unconscious bias and ways to reduce it.
example, a statement in a social media post?
• Make hiring and performance decisions based on A: The person may be subject to discipline
performance, qualifications, abilities, and potential. for behavior outside of work, including
Use objective, quantifiable standards as much as possible.
activities online that damage our reputation
• Respect colleagues’ privacy, dignity, and life outside work. such as discriminatory statements with
• Follow local Pearson policies regarding diversity, regard to anyone’s protected characteristics
equity, inclusion, and workplace conduct. such as race, color, national origin,
• Provide reasonable adjustments for the promotion citizenship, religion or religious affiliation,
and support of disabled colleagues. age, sex, gender identity, and/or expression,
• Follow the principles set out in the Pearson Global sexual orientation, marital or relationship
Content and Editorial Policy to create content that is status, familial status, political affiliation,
ethical and embeds our commitments to diversity, equity, disability (mental, sensory, intellectual and
and inclusion (see Content quality, ethical standards, and
physical), genetic information, veteran
inclusion on page 16).
status, or any other characteristics or
• Maintain a work environment that is professional and free
categories protected by specific Pearson
from harassment of any kind, including sexual harassment.
employment policies or applicable laws.
• Speak up about your concerns. Tell the person you are
upset by their actions or language, explain why, and ask
them to stop. If you are not comfortable doing this, report
your concerns to your manager, HR, Pearson Legal, to

3. Health and safety or Corporate Security via Organizational Risk and Resilience
(ORR@Pearson.com), or visit PearsonEthics.com.
Our standards
• Follow local Pearson policies and local laws or regulations
Pearson is committed to protecting the health,
regarding health and safety.
safety, and welfare of all our employees and anyone
• Attend or complete any health and safety training
else who comes into contact with our operations
or instruction provided by Pearson as directed.
around the world, including our learners, customers,
and other Business Partners. • Managers have additional responsibilities to ensure their
business activities are properly assessed and resourced,
and that those who report to them are kept safe, trained
Business Partners include joint on, and follow health and safety rules.
venture partners, vendors, franchises, Don’t

distributors, suppliers, contractors • Put the health and safety of yourself or others at risk.
(including service providers) and • Forget to report any incidents and/or injuries, including
employees or third parties such as minor and “near misses” (where an injury didn’t occur
temporary employment agencies. but could have) to your manager or H&S Coordinator,
including those that occur while driving for work
or on business travel.
All employees and Business Partners are expected
to understand and follow all of our health and safety Abuse of alcohol and drugs
policies and procedures. Pearson’s Global Health and We are committed to providing a safe and productive
Safety Policy & Standards is available via the Hub, and work environment and we want to ensure that our
all employees are to review it. Additionally, contact workplace is free from the use or abuse of illegal drugs,
information for our health and safety coordinators, alcohol, or other controlled substances. When working
team members, and a variety of awareness resources you should be alert, not impaired, and always ready
are available. The Global Health and Safety Team is to carry out your work duties. If you have a substance
specifically tasked with providing competent advice, use disorder, seek professional help before it adversely
resources, and planning support to ensure our affects you personally or professionally. Pearson has a
business operates in a way that is not only compliant global Employee Assistance Program which is available
with applicable regulations, but strives to prevent 24 hours a day, 7 days a week.
occupational injury, ill-health, and damage to our assets
through good practice and continual improvement.
Q: Are Business Partners expected
Preventing workplace violence to follow our health and safety policies
Violence or threats of any kind have no place at and procedures?
Pearson. We will not tolerate any acts or threats of
physical violence within our operations around the A: Absolutely. Managers who oversee
world. Firearms or other weapons, explosives and/or Business Partners are responsible for
hazardous materials are not permitted on Company ensuring, through appropriate due diligence
property, parking lots, alternate work locations and local oversight, that our Business
maintained by Pearson or at Company sponsored Partners understand and comply with all
events, unless prohibited by law. applicable laws and regulations related
Our responsibilities to the work being performed, as well as
with additional requirements Pearson may
Do
impose. For more information on working
• Be alert and report all hazards or concerns immediately with third parties, please see the Pearson
to your manager or Health & Safety (“H&S”) Coordinator.
Business Partners Code of Conduct.
• Maintain a neat, safe working environment no matter
where you are working by keeping workstations, aisles,
and other workspaces free from obstacles, wires, View the “Appendix: policies & resources” at the end of this
and other potential hazards. Code for a complete list of policies, resources, and who
to contact for assistance.
• Report any observed safety violations, threats, or acts
of violence to your manager, HR, Global Health & Safety

B. Working with our learners, customers, and business partners
1. Protecting our learners
Our standard
We serve learners of all ages including children,
young people, and vulnerable adults. At all times,
we must remain focused on the best interests of our
learners—providing a safe, inclusive, supportive,
and age-appropriate learning environment whether
in a classroom or online.
Our responsibilities
To safeguard
• Understand your responsibility to safeguard and protect
learners. Where abuse is alleged or suspected, we may
have a legal duty to report it to relevant authorities.
• Report concerns about the safety or well-being of a child,

young person, or vulnerable adult. Report to appropriate
managers and to protection agencies when necessary.
Be sure to document your concerns and actions.
• Escalate your concern to your manager, Global Director

of Safeguarding or contact www.PearsonEthics.com if you
do not think appropriate action has been taken.
• Managers have additional responsibilities to ensure 2. Fair dealing

they do all they can to reduce the likelihood of harm
by responding promptly to allegations and preventing
Our standard
incidents. We are honest and respectful with our learners,
customers, Business Partners, and others. We work
To be accessible to understand and meet their needs, while always
Business units should be aware of and apply the Global remaining true to our values and our Code.
Accessibility Policy Framework.
We believe it is important to tell the truth about
• Work towards a goal where all learners can access our services and capabilities and not make promises
the same or equivalent content at the same time we cannot keep. We don’t take unfair advantage
as everyone else. through manipulation, concealment, abuse
• Understand your particular responsibility to ensure
of privileged or confidential information,
our products are safe and easy to use, accessible to misrepresentation, fraudulent behavior, or any other
learners with disabilities, and that our content is diverse unfair practice. In short, we treat others as we would
and inclusive, and age appropriate. like to be treated.
• Consider these responsibilities at all stages of the product Our responsibilities
life cycle, but particularly for new or innovative ideas
for learning. Do
To be responsible for our own work • Be honest and treat others with respect.
• Do not pass off the work of others as our own. We will

• Be responsive to all reasonable requests from our
customers, learners, and Business Partners, but never
seek approval and provide acknowledgment to the original
follow a request to do something that you regard as
author and/or publisher of material we might use.
unlawful or contrary to laws, regulations, our Code
• Respect and acknowledge the copyright and intellectual or our company policies.
property of others, obtaining the appropriate consent to
use the intellectual property in our products and services.
• Respect the confidential information and intellectual
property of others.
For more information on these topics, please reference the
• Promise only what you can deliver and deliver
Pearson Accessibility Guidelines relevant to your business unit.
on what you promise.

3. Insider trading or dealing
Our standard Q: When am I allowed to trade Pearson
We comply with securities’ laws and do not trade
shares based on non-public material
in the securities of any public company—including information?
Pearson—when we are in possession of information
A: Never. You can only trade on material
that is non-public, material and significantly
information after it is made public by
price-sensitive which would preclude trading under
those laws. Material or significantly price-sensitive
the Company and after obtaining any
information includes any information that an investor required internal clearance through the
would consider sufficiently important when deciding Office of the Company Secretary. Please
whether to buy, sell or hold a share. This can include know insider dealing is not just an internal
news about acquisitions, financial results, important Company conduct issue but is an individual’s
management changes, commencement, or termination responsibility to understand and comply
of major contracts as well as news about the financial, with the law and can carry criminal sanction
operational, or environmental performance of a for individuals.
company, or significant reputational issues. In addition,
we keep a list of Restricted Persons who cannot trade
in Pearson’s shares except during “open periods” after For additional guidance to help comply with applicable laws,
contact the Office of the Company Secretary.
their trade has been approved by the Office of the
Company Secretary.
Violations of insider dealing laws can result in

significant penalties for the Company and for the
individuals involved.
Be aware that these rules also cover making decisions

or elections under Pearson’s share plans. If you are
ever unsure about whether these rules apply to an
action or decision you wish to take in relation to
Pearson shares, please speak to your Pearson Legal
representative.
Please note that the restrictions on insider trading also apply to

any decisions made in relation to any Pearson share scheme.
Do
• Be careful when others request confidential information

about Pearson or our Business Partners. Even casual
conversations, including those with family or friends, could
be viewed as illegal “tipping” of inside information.
Don’t
• Use, for your own or others’ benefit, any Company

information that has not been made public.
• Release information that has not been made public unless

requested through the formal legal process.

4. Fair competition and antitrust
Our standard Don’t
We should never engage in any practices that are • Share or receive any competitively sensitive information
anti-competitive or which limit competition through with competitors (for example, pricing, costs, commercial
illegal or unfair means. Competition and antitrust laws conditions, or other non-public confidential information,
generally prohibit collusion or agreements to restrict past or future, even on an occasional basis). This includes
competition with competitors whether direct indirect exchange through any Business Partner.
or through third parties. They also prohibit certain • Coordinate, directly or indirectly, with competitors or
types of restraints in relationships with distributors bidders to:
or Business Partners. Antitrust law can carry • Affect price or production/supply levels, terms of
criminal penalties for individuals as well as severe trade, dealing procedures or to share or partition
consequences for the Company, so we need to respond markets (even if this is to address a demand from a
extremely quickly in this kind of situation. governmental body).
Our responsibilities • In any private or public tender to attempt to influence

the outcome, control or set the resale prices of
At all times, we should conduct business in accordance Pearson products by customers, bundle products
with fair trade practices and all competition and for the purpose of requiring a customer to purchase
antitrust laws. We should not abuse market power to additional products without first consulting with the
exert pressure on suppliers or customers, and we must Legal department for guidance.
always make our own commercial decisions.
Do Q: I received sensitive pricing information

from one of our competitors.
• If you attend an industry association meeting
or similar forums where competitors’ representatives What should I do?
are present, ask for and check the agenda. If you are
concerned about the agenda, you should consult with
A: You should contact your manager and
the Legal department for guidance. your Local Compliance Officer, or Pearson
Legal immediately and before any further
• If you are in a situation with a competitor and
commercially sensitive information is being shared action is taken. It is important that from
or you become concerned about any other the moment we receive such information,
anti-competitive practices, you should: we demonstrate respect for antitrust laws,
• leave immediately, and we make clear that we expect others
• make sure your departure is recorded
to do the same. This requires appropriate
in the minutes or otherwise, and action that can only be decided on a
• contact your Local Compliance Officer
case-by-case basis.
or Pearson Legal.
• Employees must take particular care with market

With regard to document creation, always exercise care
intelligence because it is a complicated topic; therefore,
in drafting documents including internal presentations,
you should contact Pearson Legal if you receive such
emails, and handwritten notes. Consider whether
information and certainly before sharing.
creation of the document is necessary. Prepare each
document with the assumption it can be reviewed
by the competition authorities. Avoid inaccurate
characterizations and puffing or sarcastic language and
don’t use terms or phrases such as market dominance,
beating competition, control, attack, market power,
eliminate, minimum resale price or price level,
minimum margin, or slice prices. Use pro-competitive
and non-misleading language (for example, focus
on innovation, efficiencies, cost-savings, increased
customer choice, decrease prices, etc.).

Gathering business intelligence
When collecting business intelligence, you and our

Business Partners must always abide by the highest Q: What about attending an Industry
ethical standards and be sensitive to potential legal Association meeting?
concerns. Never engage in fraud, misrepresentation,
or deception to obtain information or use invasive A: Like trade shows, Industry Association
technology to “spy” on others. When exchanging any meetings can be risky under competition
competitive information with a third party, recognize and antitrust laws because they bring
that doing so could cause severe consequences under together competitors who may discuss
antitrust laws, thus you should consult with Pearson matters of mutual concern. You must:
Legal in advance. We should always be careful when
accepting information from third parties, know and • Ask to be provided with a proper agenda
trust their sources, and be sure that the knowledge and check the legitimacy of the topics to be
they provide is not protected by trade secret laws discussed before going to the meeting.
or non-disclosure or confidentiality agreements.
• Be especially careful to avoid discussions
While we may employ former employees of or exchanges of information relating to
competitors, we always recognize and respect the competitive matters.
obligations of those employees to not use or disclose
the confidential or commercially sensitive information If competitors are discussing these
of their former employers. When in doubt, you should matters, you should excuse yourself, make
contact your Local Compliance Officer or Pearson Legal sure your departure will be recorded in the
as this is a complex area of the law. minutes before leaving the room and report
the situation to your Local Compliance
Officer immediately.
Q: I am planning to attend a trade show.
What special precautions should I take
to avoid a potential antitrust problem? 5. Doing business with government
and Public Officials
A: Trade shows and other industry
Our standard
gatherings typically serve legitimate and
worthwhile purposes, but they can be Directly and through our Business Partners, we conduct
risky under competition and antitrust laws business with governments and government-owned
entities. Our policy is to comply fully with all applicable
because they bring together competitors
laws and regulations that apply to government
who may discuss matters of mutual
contracting and transactions. We must be particularly
concern. Avoid discussions or exchanges of
aware that the term “Public Official” is defined broadly
information relating to competitive matters. under the law. It includes commercial entities that have
If competitors are discussing these matters, a certain degree of government ownership, and may
you should excuse yourself and report the include customers which include professors, teachers,
situation to your Local Compliance and other school personnel, or administrators.
Officer immediately.

Providing gifts or entertaining Public Officials
The term Public Officials and
Extra care needs to be taken when providing
Government Officials may gifts or entertainment to Public Officials. Gifts or
be used interchangeably and hospitality, including business meals or other forms
includes the following: of entertaining, offered to a Public Official must be
• Any person holding a legislative, approved in advance by your Local Compliance Officer.
administrative, or judicial position at any A gift or hospitality offered to a Public Official will not
level of government; be approved if it could be considered to influence any
business decision or obtain an improper advantage or
• Any private person acting in an official if the gift exceeds the value permitted by law. For more
capacity for or on behalf of any such information, see Gifts and Entertainment on page 20.
governmental entity (such as a consultant
retained by a government agency); Contracts and bidding
• Any political party official and candidates We must always follow specific laws and procedures
for political office; designed to ensure that government contracts are
awarded fairly.
• Any member of a royal family who may lack
formal authority but who may otherwise be Inquiries from government agencies and authorities
influential, including by owning or managing
You may receive inquiries from regulators or
state-owned or controlled companies;
Public Officials. Before responding to a request for
• Any officer or employee of a government information, you should contact Global Government
department, board, commission, or Relations, your Local Compliance Officer, and Pearson
agency, including immigration and customs Legal, particularly if the request is not of an ordinary
employees, officers and employees of or routine administrative nature. In all cases, you are
entities owned or controlled by a government expected to respond to requests for information in an
(including any public schools or universities); honest and timely manner.
View the “Appendix: policies & resources” at the end of this

• Officers and employees of public
international organizations (for example, to contact for assistance.
the World Bank or United Nations);
To ensure compliance with these rules:
• Private citizens acting as representatives
or in an official capacity of any government, Do
state-owned or controlled entity, or public
• Follow bid, tender and other contracting rules
international organization;
and requirements and comply with antitrust laws.
• Any former Government Officials who retain • Respond promptly to internal inquiries regarding Requests
some form of quasi-official role; for Proposal (RFPs), bids, and other conflict of interest
and ethics questionnaires.
• Any employee of a public institution, including
• Follow the relevant rules and procedures concerning
but not limited to a public university and;
sharing or accessing confidential information associated
with a bid.
• Any relative by blood, marriage, or
otherwise of a Government Official including • Observe required “cooling off” restrictions and do not
parents, children, siblings, and spouses of a otherwise discuss employment opportunities with a Public
Government Official. Official who is engaged in the procurement process.
Don’t
Our responsibilities • Agree with a competitor or Business Partner

to submit a non-competitive bid.
Business dealings with government and Public Officials
carry additional responsibilities and care must be • Use, hire or compensate a current or a former
taken. The following are some of the areas where Public Official without prior approval. Human Resources
special awareness and compliance may be necessary. and the hiring manager should consult with their

Local Compliance Officer and Government Relations Business Opportunities
before hiring and retaining a current or former
Public Official for any purpose. Competing, directly or indirectly, with any activity
or business of Pearson. You should not compete with
• Exchange information with a competitor, unless limited
to the purpose of a joint bid and subject to the execution any activity or business of the Company, directly or
of a proper non-disclosure agreement. Consult with indirectly, or use the knowledge gained here to help
Pearson Legal regarding these interactions. anyone else compete with or against us. If you learn of
a business opportunity that may benefit Pearson, you
C. Avoiding conflicts of must first discuss the opportunity with your manager
or the manager of the appropriate business unit. If it is
interest and corruption
decided that you may pursue the business opportunity,
1. Conflicts of interest you must also request and receive approval to do so
Our standard from your Local Compliance Officer.
To live our values, we must make sure that our Investments, Ownership or Control of Competitors.
dealings are conducted in an honest, transparent, Personal investments by you or anyone with whom
and neutral way. The best interests of Pearson come you have a Significant Relationship in companies
first, and we must avoid even the appearance of a that compete with Pearson, directly or indirectly,
conflict with our personal interests or gain. are not allowed unless they consist of small amounts
of stock (less than 1% of outstanding shares) in
A conflict of interest occurs when our personal publicly traded companies.
interests influence, potentially influence or are
perceived to influence our decision making. Conflicts Investments in Business Partners. You must disclose
of interest can harm our reputation, expose us to legal investments exceeding 1% of outstanding shares
actions, and affect our ability to retain or seek new in publicly traded companies, and ownership or control
business. There are three main types of conflicts of in privately held companies that you or anyone with
interest: actual conflicts of interest which is a real whom you have a Significant Relationship, have in
and existing conflict; potential conflicts of interest a Business Partner.
which is a situation that may result in a conflict; and
New business relationships
perceived conflicts of interest which is a situation
that may appear to be a conflict. Carefully weigh a potential new relationship that could
present a conflict of interest before entering into it.
You and our Business Partners are expected to
If necessary, seek advice from your manager, HR, Local
recognize when there are real, potential, or perceived
Compliance Officer, or the Global Compliance Office.
conflicts of interest.
Conflicts of interest should be avoided. However,

it may not always be practical or possible to avoid Significant Relationship
a conflict of interest situation. A “Significant Relationship” includes
When conflicts of interest occur or you are in
marriage, domestic partnership,
doubt, discuss the situation with your manager and dating relationship, or family or other
HR and declare every actual, potential, or perceived relationship including spouse, child
conflict of interest according to the procedure or child’s spouse, grandchild,
outlined in our policy. dependent, sibling or sibling’s spouse,
Examples of conflicts of interest parent or parent’s spouse, spouse’s
The following are common examples of possible
parent, niece or nephew, uncle
conflicts of interest; others may be covered in our or aunt, or individuals sharing
Global Conflicts of Interest Policy or in local Pearson the same household.
policies. It is impossible to describe every potential
conflict of interest, which is why it is important
If there are scenarios where extenuating circumstances
to ask questions.
create a potential issue, please discuss with your Local
Compliance Officer as soon as possible for clarification.

Procurement
You must not participate in any decisions or related

activities for buying and selling goods or services for
Pearson that may directly or indirectly benefit you, or
anyone with whom you have a Significant Relationship.
This includes situations in which you or anyone with
whom you have a Significant Relationship has a
relationship with the Business Partner or competitor.
If you or any Business Partner finds their self in such Volunteering as a board member of a non-profit
situations they should remove/recuse themselves educational institution or district, or acting as a school
from the proceedings and submit a conflict of interest governor, is encouraged. You may not serve on the
disclosure using myLegal and selecting “Raise a Request board or as an officer of another for-profit company,
with Global Compliance.” You can find examples of even if it is not a competitor or Business Partner,
these types of relationships in the Global Conflicts of without prior written approval from your manager as
Interest Policy. outlined in our Global Conflicts of Interest Policy, as
well as from the Global Compliance Office.
Friends and relatives
Giving gifts and hospitality
Personal relationships among employees. Pearson
respects the privacy of its employees but recognizes Giving and receiving gifts and hospitality can be
that, in some cases, personal relationships may perceived as favoritism (“quid pro quo”). It can be
interfere with workplace dynamics. Employees—at any interpreted as a bribe, which is unlawful, against
level—may not have a Significant Relationship with Pearson’s Anti-Bribery & Corruption Policy, can
another employee if they have any influence over the damage Pearson’s reputation, and may lead to criminal
other employee’s salary or career path, or if the other prosecution of you as well as the Company. When
employee reports in through their management chain. giving or receiving a gift or hospitality, you should
always consider how it will be perceived by others and
If such a personal relationship exists or develops, act accordingly. For more information, please review
it must be disclosed promptly to your Human Pearson’s Gifts & Hospitality Policy.
Resources representative and your manager so that a
Circumstances can change and new conflicts can surface over
determination can be made if further action is needed time, which is why it is important to submit your disclosures and
to address the conflict, such as altering the reporting follow up regularly with your manager and HR representative.
or management chain. Please refer to your local
Human Resources policies for more information about You can learn more information about conflicts of
personal relationships in the workplace. You should interest and how to disclose them by reading our
also disclose the relationship through the conflicts Global Conflicts of Interest Policy. In addition, you
of interest disclosure process by using myLegal and will be asked to disclose any conflicts with your
selecting “Raise a Request with Global Compliance.” acknowledgment of this Code.
Outside employment and other activities

2. Anti-bribery and corruption
Our standard
Pearson does not prohibit you from having outside
We have a zero-tolerance policy towards bribery and
employment. Always disclose and discuss outside
corruption. Bribery and corruption in all of its forms
employment with your manager and HR. You must
are completely contrary to our values, the Code and
ensure that your outside work does not impinge upon
company policies.
your ability to perform your duties with Pearson or
impede your performance or productivity. We comply with anti-bribery and anti-corruption
laws and regulations and support efforts to eliminate
You must not provide any goods or services for a
bribery and corruption worldwide. We work hard
competitor or Business Partner for which you are
to make sure that our Business Partners share our
compensated directly or indirectly. “Indirectly” includes
commitment and understand that their actions could
a promise of future employment or other personal or
have negative consequences.
family benefit.

Pearson’s Anti-Bribery & Corruption Policy
Q: When traveling, I see practices that
Pearson’s Anti-Bribery & Corruption Policy (“ABC”
I would consider inappropriate but are
Policy) should be reviewed for more information and
guidance. common practices where I am visiting.
What should I do if I am asked to provide
Local Compliance Officers (LCOs) are appointed a bribe, but what the locals think of as
to each market or business to monitor compliance a common business courtesy?
with the ABC Policy and to grant approvals as required
by the ABC Policy. A: You should decline and inform the person
that your company’s policies prohibit you
Bribery is a crime in the countries where Pearson
from making such payments. Tell your
operates, and penalties can be severe. If you have
manager and the Local Compliance Officer
questions or concerns, you should discuss them with
your Local Compliance Officer or review the ABC Policy. about what happened. Remember: no
matter where you are, our policies apply.
Q: I have questions about the use of third

parties that may be “go-betweens” with
local government authorities. What should
I do to make sure that they do not get
us into trouble?
A: You are right to be concerned and

should talk with your manager or the Local
Compliance Officer. Business Partners
are expected to act in accordance with
the requirements set out in the Business
Partners Code of Conduct but if you suspect
that they are not, speak up.
Do
• Keep accurate books and records so that transactions

are honestly described.
• Know who you are doing business with and make sure
that you complete due diligence on any in-scope third Q: What if I am threatened and forced
party. Confirm with your Local Compliance Officer to provide a cash payment to a Public Official
if you are unsure. to exit the country?
Don’t
A: Your safety is paramount. Make the
• Offer or accept bribes, or any other kind of improper payment if the failure to make the payment
payment including facilitation payments. Please refer to puts you or your family under threat of
the ABC Policy for further details on facilitation payments. harm. Report the situation as soon as
• Use a Business Partner to do anything that you are possible to your Local Compliance Officer.
not allowed to do yourself. Without exception, any such payment must
• Put yourself at risk if there is a threat to your personal be reflected accurately in the company’s
wellbeing, health, or safety if you do not make a payment books and records.
to an official. In this situation you should make the
payment and report it immediately to the Global Travel
manager, the VP of Corporate Security, and your Local
Compliance Officer.

3. Gifts and entertainment
Our Standard Q: During the holidays, I give my
When handled properly, appropriate, and reasonable
non-government customers a box of
gifts and entertainment can strengthen business chocolates or a gift basket. Is this allowed?
relationships. But when abused, they can damage our
A: Yes. However, if the value of the gift
reputation, harm our business, and may even be illegal.
is above the nominal value for the country,
You may not provide a gift to or entertain a Public Official without or if in the U.S., above the value permitted
first seeking approval from your Local Compliance Officer and
Government Relations. For more information, see the section on
in the state you are providing the gift in,
Doing business with the government and Public Officials on page you need to receive ABC pre-approval
15-17 of this Code.
from your Local Compliance Officer.
Gifts and entertainment may only be given if they are To submit a request for pre-approval
reasonable complements to business relationships, please visit myLegal.
are consistent with Pearson’s internal policies, and are
Remember: if the gift is being provided
in keeping with all applicable laws and the business
to a Public Official, including a public school
etiquette of the recipient’s company or country.
teacher, professor, decision-maker or
Remember that “gifts” may include anything of value, given administrator at a public university or college,
or received without payment or an exchange of goods/services. a minister of education, a purchasing or
Examples include flowers, gift bags, chocolates, a bottle of wine,
or a holiday present. It could also include marketing materials,
procurement official for a government agency
a waiver of fees, or reimbursements. or anyone that falls under the definition
of a Public Official in our Anti-Bribery and
The Pearson Gifts & Hospitality Policy generally permits Corruption Policy, you must get ABC pre-
the giving and receiving of business gifts of nominal approval from your Local Compliance Officer
value that are customary business courtesies and are regardless of the value of the gift.
reasonable in value and frequency.
You should never use personal funds or engage an agent or

representative to pay for any business gift or entertainment in an Our responsibilities
effort to circumvent these rules.
Do
• Offer and accept gifts and entertainment only if they

Q: I have been pursuing a new customer are reasonable complements to business relationships.
for several months and I’d like to take
• Understand and comply with the policies of the recipient’s
the customer to a sporting or cultural event organization before offering or providing gifts, hospitality,
to establish a good business relationship. or entertainment.
Is taking the customer to the event • Record gifts given to or received from third parties
considered a bribe? according to the ABC pre-approval process.
• Be especially careful when using Business Partners

A: It could be. You should always seek
who represent us.
pre-approval from your Local Compliance
Officer before taking a customer to a cultural Don’t
or sporting event and before entertaining • Solicit personal gifts, favors, entertainment, or services.
a third party in most circumstances.
• Give or accept gifts of cash or cash equivalents.
This is never allowed.

Employees with a role in the preparation of our public,
Q: A Business Partner invited me to attend financial and regulatory disclosures have a special
a sporting event with him and sit in his firm’s responsibility in this area, but all of us contribute to the
process of recording business results and maintaining
suite. Can I go?
accurate documents. Each of us is responsible for
A: Attending a sporting event with a Business helping to ensure the information we record is accurate,
Partner is acceptable if consistent with timely, and complete. The information we provide
Pearson’s Anti-Bribery and Corruption (ABC) must not jeopardize the reliability and integrity of our
books and records or provide management or other
Policy, and the value is reasonable. In this
stakeholders with a misleading impression
case, access to a firm’s suite is likely to have
of our performance.
a high monetary value. You should discuss
with your manager and seek pre-approval Please reference the Schedule of Authority under our
from your Local Compliance Officer. Global Finance Policies for additional information
regarding accountability for financial approvals.
If the Business Partner is not attending
the event with you, this would be considered
an unacceptable gift since there would Q: At the end of the quarter reporting
be no business purpose for you to attend period, my manager asked me to record
the event. additional expenses even though I had
not received the invoices and work had
not started. I did it because I did not think
it really made a difference since the work
Q: I have told Business Partners that would be completed in the next quarter.
I cannot receive gifts, but they still provide Now I wonder if I did the right thing.
holiday gifts such as a gift card or a box
of chocolates. What should I do? A: Never create inaccurate records.
Costs must be recorded in the period in
A: You may accept. If the gift does not which they are incurred. The work was not
create a sense of obligation, is not on started, and the expenses were not incurred
the prohibited gifts and hospitality list as by the date you recorded them. This is a
noted in our Gifts and Hospitality Policy, misrepresentation and could be fraud.
and is below the nominal value for your You should report the matter to HR, your
country, you do not need to disclose this Local Compliance Officer, Compliance,
to your manager or Compliance. You must or on www.PearsonEthics.com.
disclose what you received to your manager
and Local Compliance Officer any gift from
a Public Official and any gift above
nominal value. Q: I came across some transactions which
look very suspicious. They are very low
value, so not likely to misstate our financial
View the “Appendix: policies & resources” at the end of this
statements. What should I do?
to contact for assistance.
A: Discuss with either the individual(s)
involved in recording the transaction
E. Accurate books and records
or with your manager to try to better
Our standard understand the rationale and support for the
We are committed to transparency and to making full, transaction. If you still feel uncomfortable
accurate, timely, and clear disclosure on all required with these transactions, report your concern
financial or other reports. We do not tolerate, permit, immediately to www.PearsonEthics.com
or allow any of our employees to engage in the or compliance@pearson.com.
facilitation of tax evasion or fraud by our employees,
customers, or Business Partners.

Do
• Be clear, concise, truthful, and accurate when recording

any information.
• Make sure as a control owner that you understand

the purpose of the control and are providing the proper
information to the Controls team to review and test
the control properly.
• Provide our internal and external auditors access

to all information of which you are aware that is relevant
to the preparation of financial statements such as records,
documentation, and other matters. Where documents
are created in response to an auditor’s request, such
as reconciliation spreadsheets, external auditors should
be expressly informed that you have done so when
you provide it to them.
• When reviewing or approving a transaction, give

appropriate time and detail to ensure adherence
to our policies and procedures.
• Maintain all corporate records for legally required

minimum periods and in accordance with the Company’s
document retention procedures and legal requirements.
• Destroy documents only in accordance with our document

retention policies and procedures, and never in response
to or in anticipation of an investigation or audit. If you
receive notice from Legal “ordering a hold” on document
destruction or if you are unsure as to whether documents
are subject to a legal hold; you should check with Legal
or Compliance prior to destruction to ensure that
the records aren’t needed for an ongoing or pending
investigation or audit.
• Report any suspicions of fraud to the Pearson Ethics

hotline immediately at www.pearsonethics.com, the
Global Compliance Office at compliance@pearson.com or
fraud@pearson.com.
Don’t
• Make false claims on an expense report or time sheet.
• Sign documents, including contracts, that you are

not authorized to sign.
• Make financial entries that are unclear, incomplete,

and/or hide or disguise the true nature or timing
of any transaction.
• Approve any transactions without reviewing

and understanding supporting documentation,
and information.

IV. Treating our Content and Data with Care
A. Content quality, ethical

standards, and inclusion
We serve an incredibly diverse audience of learners,
educators, and caregivers in more than 100 markets
around the world. We’ve worked hard to gain the trust
of our customers by delivering high-quality educational
experiences, media, and services that demonstrate
effective learning outcomes through engagement
and innovation.
That trust rests on creating content that is not only

relevant and research-based, but also aligned to our
commitments to diversity, equity, and inclusion.
Our standard
Our Pearson Global Content and Editorial Policy
establishes the best practices and principles we should
all implement in our content. The four key principles of
the policy are:
1. To respect human rights and strive to create content

that is free from discrimination and is anti-bias.
2. To develop content that embeds our commitments to

diversity, equity, and inclusion.
3. To provide support for learning that is based on evidence also take the additional online learning module and attend
and facts. a workshop.
4. To create content that is ethical and adheres to legal • Consider how to embed awareness of and the promotion
requirements. of diversity and inclusion in our content.
These principles are fundamental to our success and • Be evidence-based when approaching controversial topics
while also respecting local laws.
our reputation as the world’s learning company. You
can find out more about these principles by reading the • Ensure that the authors and third-party vendors we work
Global Content and Editorial Policy and FAQs. with also read, receive training on, and understand the
standards we expect.
All new employees in relevant functions are provided
Do with a copy of the Global Content and Editorial Policy
and assigned the relevant online learning module to
• Always follow the principles set out in the Pearson Global
complete.
Content and Editorial Policy and understand your role
in ensuring our products and services are anti-bias If you have any questions about the Global Content
and aligned with our diversity, equity, and inclusion
and Editorial Policy or its application, you should
commitments.
speak to your manager or your local Policy Steering
• Employees and external content and editorial Business Committee representative. You can submit comments,
Partners should read and understand the Global Content queries, and concerns via the Global Content and
and Editorial Policy, undertake the introductory online
Editorial Policy feedback form which is available on
training module and learn how to apply it in your work.
the Hub. If you are not a Pearson employee but a
• If you work in a function (internally or externally) content or editorial Business Partner, please contact
that creates, develops, or reviews our content, you should your project lead.

B. Privacy and personal • When we use third parties to provide services for us, we
should make sure our policy requirements are reflected in
information our contracts with them.
Our standard • When transfer of PI to another country is in scope, work

with our Digital and Technology team and Data Privacy
We respect and protect the rights, freedoms
Office on ways to accomplish business goals and to protect
and dignity of all individuals who entrust us with their individual rights.
personal information. These include learners, parents
• Seek advice from the Data Privacy Office before changing
and guardians, our customers, website and app users,
the way in which you or your team handle personal
employees, and Business Partners. Protecting this
information, including engaging a supplier who is to be
information is more than a legal requirement—it is
given access to personal information.
a matter of trust.
For further information, contact your manager, the Data
As a global company in a digitally connected Privacy Office or your Local Compliance Officer.
environment, we respect all applicable laws relating
to data privacy. Personal Information (“PI”) is any data
that, by itself, or in combination with other information, Q: I found a file with a lot of confidential
identifies, relates, or can be linked to an individual. HR records, including payroll information
Some PI is particularly sensitive and requires an extra for our team. I do not want to get anyone
degree of care. Examples include but are not limited to: into trouble, but I do not think it is right that
this kind of information is not protected.
• Health, medical and biometric information.
What should I do?
• National identity numbers.
• Credit card or bank account numbers. A: Tell HR immediately, report your

• Age, race, ethnicity, sexual orientation, and certain discovery and actions to the Security
non-professional affiliations, memberships, and Operations Center (soc@pearson.com) and
preferences. ask for guidance on next steps. Protecting
• Assessment or performance results. confidentiality and privacy is the
• Information related to offenses or alleged offenses,
responsibility of each employee.
such as criminal convictions and prosecutions.
• Information which may lead to or cause damage

to a person’s reputation.
C. Protecting our assets
Our standard
Some business units collect or use PI relating to children
or young people in schools or K-12 education (“student We all have a responsibility to protect Company
data”). We also must treat this PI with the utmost care. property from misuse and improper disclosure.
Our responsibilities Company assets include any item that is owned by or

has value to Pearson such as our buildings, equipment,
Do
electronic devices, software, data, systems, removable
• Take annual data privacy and information security training. media, hardcopy, or electronic documents including
• Be accountable for protecting PI and stay informed about
customer lists, inventory, and supplies. All information
our PI related policies. and data should be protected as an asset, including
that created and processed by Pearson (internal and
• Promptly report any actual or suspected unauthorized
confidential information, patents, ideas, and other
uses, disclosures or access to your manager or the Pearson
intellectual property), and all that is entrusted to us by
Security Operations Center at soc@pearson.com.
our customers, learners, employees, and partners.
• Limit the collection and use of PI to legitimate business
purposes and retain PI only as long as needed and in Proper use of information technology
accordance with company policies.
• Be transparent about our privacy practices and how Employees must take care that their use of Pearson’s
individuals can contact us with questions or concerns, electronic systems and resources does not expose the
or requests related to their data within our systems. Company to the risk of security or confidentiality breaches,
legal claims, sabotage, viruses, or similar problems.
• Only share PI with those who have a legitimate need to
know and whose access is appropriately authorized.

D. Protecting our content
Our standard
We all have a responsibility to protect our content,
to make sure it is stored and distributed in a manner
that doesn’t unnecessarily expose it to unauthorized
access and distribution. We must also ensure our
distribution partners meet this standard. When in
doubt, you should consult your manager.
Our content includes our eBooks, applications, books,

technology platforms, test banks, solutions manuals,
assessments, images, manuscripts, and intermediary
files. Unauthorized use of our content (often referred
to as “piracy”) is illegal, hurts us by replacing sales
of genuine products, erodes the trust our authors
and customers place in us, and puts students at risk.
Limited personal use is permitted as long as it is kept Do
to a minimum and has no adverse effect on productivity
and the work environment. • Always complete the Data Privacy Risk Assessment
in myLegal prior to entering into or renewing agreements
Our responsibilities with third parties.
Do • Properly label all Pearson content with appropriate

intellectual property notices (for example copyright, patent,
• Only use software that has been properly licensed. and trademark).
• Report any suspicions you may have concerning theft, • Report any perceived infringement on Pearson’s copyrights
embezzlement, or misappropriation of any Pearson assets. to
• Respect and acknowledge the copyright and intellectual • www.pearson.com/report-piracy.html

property of others, obtaining the appropriate consent or
• infringements@pearson.com
permission to use the intellectual property in our products,
services, and activities. • www.PearsonEthics.com
Don’t Don’t
• Copy or use unlicensed or “pirated” software on Pearson’s • Distribute content outside of Pearson that does not
computers or other equipment. View, copy or store require a personal login to access. Follow the Pearson
pornography or obscene materials. Content Protection Policy for guidance. If this is not
possible, consult your manager to explore available
In accordance with our Acceptable Use Policy, all and acceptable alternatives.
users at Pearson are responsible for exercising good
judgment regarding appropriate use of information, E. Confidential information
electronic devices and network resources. For security, and intellectual property
network maintenance and compliance purposes,
authorized individuals within Pearson may monitor Our standard
equipment, systems, network traffic and email at any The unauthorized release of confidential information
time. can cause us to lose a critical competitive advantage,
cause reputational harm to Pearson and damage
In accordance with local laws, Pearson reserves the
our relationships with customers and others. Each
right to audit network and systems on a periodic basis
of us must be vigilant and safeguard our confidential
to ensure compliance. For more information about our
information as well as confidential information that
information security policies, please visit the Hub.
is entrusted to us by others.

• Confidential information can include, but is not limited Communications at media@pearson.com.
to, intellectual property, financial information, content,
customer lists, internal emails, executive schedules, We also have a Global Media Policy that is updated
business decisions and so on. regularly with specific contacts for each division, which
you can find on the Hub. The policy also outlines other
• Confidential information is designated as follows: Pearson
Internal (that can be shared internally with anyone in scenarios in which you are required to engage Global
Pearson and/or stakeholders) and Pearson Confidential Corporate Communications.
(information that can only be shared with named
individuals from Pearson and/or stakeholders).
• We respect all patents, trademarks, copyrights, proprietary Do

information, and trade secrets, as well as the confidentiality
• Communicate honestly and openly with those who have an
of anyone with whom we do business. Unauthorized uses
interest in our Company, including colleagues, suppliers,
can cause loss of revenue, remediation costs, and damage
customers, and shareholders.
to our reputation.
• If it is likely that your participation in an event or an
• Never discuss confidential information when others
external presentation may be covered by the media,
might be able to overhear what is being said, for example
it should be reviewed in advance by Global Corporate
on planes or in elevators or when using mobile phones,
Communications.
and be careful not to send confidential information
to unattended fax machines or printers. • Refer questions from the media about the Company’s
business to Global Corporate Communications and do not
• Immediately report the loss of any misplaced
respond yourself.
confidential information.
• Contact Global Corporate Communications before agreeing
Our responsibilities to participate in PR or media activities with a supplier,
partner, or external organization. Business units must
Do
engage Global Corporate Communications before including
• Use and disclose information only for legitimate business PR or media activities in supplier or partner contracts.
purposes. Using social media
• Properly label confidential information to indicate how it
should be handled, distributed, and destroyed. • You should follow the same principles expected in
other behaviors at work and outlined in this Code. Any
• Protect intellectual property and confidential information harassment, bullying, discrimination, or retaliation that
by sharing it only with authorized parties in a secure way would not be permissible in the workplace, including racist
(for example under NDA). behaviors, is not permissible on internal and external social
• Promptly report any suspected counterfeit or infringing use media platforms.
of Pearson intellectual property. • Never give the impression that you are speaking on behalf
• Obtain and adhere to the terms of permissions and of Pearson unless you are authorized to do so. You should
licenses required for the use of intellectual property of disclose that you are an employee and make it clear that
others, ensuring uses match terms throughout the product your views are personal and yours alone.
life cycle.
Pearson may take disciplinary action up to and including
• Observe Company “clean desk” guidelines no matter where termination if you make improper personal remarks
you may be working. on social media that are attributable to Pearson or that
may harm or damage Pearson’s image or reputation.
F. Communicating with the public
NOTE: Nothing in this Code is designed to interfere
Our standard with, restrain, or prevent employee communications
regarding wages, hours, or other terms and conditions
It’s essential that our public communications are clear,
of employment. You have the right to engage in or
consistent, and accurate. Only authorized persons
refrain from such activities.
should speak with the media or members of the
investment community on behalf of Pearson.
NOTE: At no time does an employee speak to the and who to contact for assistance.
media on behalf of Pearson without prior written
authorization. If contacted by the media or another
outside source, you should contact Global Corporate

V. Making a positive impact on society
A. Sustainability and
corporate responsibility
Our standard
We continue to evolve our sustainable business plan

to align with our Company strategy and purpose
and to drive learning for everyone. The latest step
in the evolution of our sustainable business strategy
is to introduce three pillars that represent the
environmental, social and governance (ESG) areas
Human rights
where Pearson can make the biggest positive impact.
The three pillars build upon the focus areas of our In our public Pearson Human Rights Statement,
Sustainable Business Plan 2030. Pearson strives to help we recognize the importance of evaluating and
people create a better life for themselves and a better improving how our Company, including our products
world for society by: and services, contributes to education access,
affordability, and outcomes for all learners.
1. Driving learning for everyone through our products:
This pillar reflects our goal to increase access to learning
As a founding signatory to the UN Global Compact,
for more people across the world.
Pearson is committed to respecting all human rights
2. Empowering our people to make a difference: This pillar as defined in the Universal Declaration of Human
drives our aim to inspire all our employees to fulfill their Rights, the International Covenant on Civil and Political
potential and help Pearson succeed. Rights, the International Convention on Economic,
3. Leading responsibly for a better planet: This pillar Social and Cultural Rights, and the International Labor
illustrates our focus on driving positive change while Organization Declaration on Fundamental Principles
limiting our own impact on the world’s scarce resources. and Rights at Work. We support universal human rights,
including equal employment, freedom of speech
Each of these three pillars is supported by
and of association, and cultural, economic, and social
commitments. More details are available on our
well-being. We oppose illegal or inhumane labor
corporate website.
practices such as the employment of child labor,
Our responsibilities the use of forced or compulsory labor, slavery and
human trafficking. We annually update our public
Regardless of your role in the organization, you can and
commitment to upholding and complying with the
are encouraged to contribute to Pearson’s sustainability
provisions of the United Kingdom’s Modern Slavery Act,
objectives. Our responsibilities are to:
as well as any relevant laws in the countries in which we
Equity operate and do business.
For learners, employees, and suppliers, we will take Our commitment to human rights calls for us to:
a deliberate focus on access for all, with an emphasis
• Be familiar with the Pearson Human Rights Statement.
on groups who are under-represented, including
• Respect the human rights of all stakeholders, including
women, racial and ethnic minorities, low-income
learners, parents, employees and contractors, teachers
groups, and people with disabilities. Employees are
and other educators, customers, partners, suppliers,
encouraged to consider and take actions to support
and the broader community.
these and other underserved groups to better
access our products, including through balanced • Report any suspicion or evidence of human rights abuses
in our operations or in those of our business partners
representation in our content, and to be inclusive
to HR, your Local Compliance Officer, the Global
of employees and suppliers from all backgrounds.
Compliance Office, or the Global Sustainability team.

Company executives in the U.S. must also abide
by additional restrictions—referred to as “pay-to-play”
regulations—that limit personal political contributions
when Pearson is engaged in certain government-related
business activities. As a result of these laws, we may
have to ask you from time to time about whether you
have made a political contribution in particular states.
We are aware that the term “Public Officials” may

include customers such as professors, teachers,
and other school personnel or administrators.
We understand that employees engage with these
officials during the course of regular business. However,
any contacts outside the normal course of business that
are considered political activity with Public Officials,
outside of individual participation in the standard
political process as mentioned above, should be
approved in advance by Government Relations.
Do
• Take steps to ensure that your personal political opinions

Environmental stewardship
and activities are not viewed as those of the Company.
We have a responsibility to take proper care of the • Any expenditure on political lobbying or for the purpose
environment and to manage and minimize our impact of attempting to influence the political process should
on the environment, we: be pre-approved and managed by the Global Compliance
and Government Relations teams.
• Comply, at a minimum, with the relevant environmental
• Notify Global Government Relations of any political activity
laws and regulations applicable in each country in which we
outside of individual participation in the political process.
operate.
• Comply with all laws, regulations, and our standards.
• Take account of environmental responsibility as a factor
in business decision making. Don’t
• Seek to reduce our impact on the environment.
• Commit corporate funds to any political party or candidate.
• Work with our business suppliers and partners to ensure
• Pressure another employee to contribute to, support,
that they support our environmental objectives and reduce
or oppose any political candidate, party, or political effort.
their impact on the environment.
Holding or campaigning for political office must not create,
More details are available in our environmental policy or appear to create, a conflict of interest with your duties.
available on the Hub.
B. Political activities Q: I will be at a fundraiser for a candidate for

local office. Can I list my position at Pearson
Our standard
on the attendee list and in the program
We respect the rights of employees to voluntarily as long as I do not use any Company funds
participate in the political process, including making or resources?
their own personal political contributions, assisting
in political campaigns, and expressing their personal A: Yes. In some jurisdictions, you may be
political views. Apart from voting, Pearson prohibits required to list your employer when making
the use of Company time or property for the purpose a personal political contribution including
of assisting in any political campaign or promotion when attending fundraising events. However,
of any political candidate. Pearson does not make apart from such legal requirements, you
corporate political contributions to any political party,
should make it clear that your personal
political action committee, or candidate running for
political activities are distinct from Pearson’s.
election or re-election to a government political office.

You are expected to be familiar and compliant with the
Q: Can I invite an elected official to speak Sanctions Policy and the Sanctions Clearance Process
at an upcoming Company event? Guidance.
If you have any sanction-related questions or concerns

A: Yes, but you must get approval from
notify your Local Compliance Officer or the Sanctions
Global Government Relations and Global
team at sanctionscompliance@pearson.com. For more
Compliance before inviting an elected official
information, please consult the Pearson Sanctions
to attend a Company event. Laws governing
Policy and Clearance Process Guidance and Pearson’s
contributions are complex, and in some Treasury Policy.
jurisdictions if the invitee is in the midst of
a re-election campaign, the Company event
could be viewed as support for the campaign and who to contact for assistance.
and the food and drink at the event may be
considered gifts. In most instances, there
would be limits and reporting obligations
that must be carefully followed.
C. Global trade
Our standard
We are committed to complying with applicable export
and import controls, money laundering regulations,
customs, and other relevant laws in the countries
in which we operate and do business. Each of us is
responsible for knowing the laws that apply to our
jobs and must seek expert advice if in doubt about the
legality of an action.
Do
• Get guidance from your Local Compliance Officer,

Global Compliance, and Legal to ensure that transfers
of information, technology, products, or software across
borders comply with laws governing imports and exports.
• Comply with Sanctions guidance when doing business

involving countries or individuals to which sanctions
may apply.
• Maintain appropriate import, export, and customs records

at each Pearson business location.
Dealing with “sanctioned” countries and individuals

Compliance with laws, regulations, and policies relating
to trade and economic sanctions can be especially
complicated, but failure to comply can have serious
consequences for Pearson.
For these reasons, all transactions are subject to

sanctions checks. Please review the “high” and
“medium” risk sanctioned countries and the other
available sanctions guidance resources.

Resources at a glance
Topic Contact/Resources
Anti-bribery & corruption

Includes gift, hospitality, travel, sponsorships,
and charitable donation requests. • Local Compliance Officer for your business or market
• Global Compliance Office at compliance@pearson.com

Code of conduct
For questions, concerns, violations of, or guidance
• Global Compliance Office
on our Code.
Conflicts of interest

Antitrust
• GCO Resources – Antitrust
Corporate responsibility
• Global Sustainability team (sustainability@pearson.com)
Includes sustainability, human rights, UK Modern
Slavery Act, environmental stewardship.
• Your Local Compliance Officer or the Data Privacy Office

Data Privacy Office (DPO)
at dataprivacy@pearson.com
• Global Diversity, Equity & Inclusion Hub Page

Diversity, equity & inclusion
• Human Resources Hub Page

Topic Contact/Resources
Finance • Finance Team
Global content & editorial policy/content quality • Global Content and Editorial Team
• Security Operations Center (SOC) for reporting

Global information security
incidents: soc@pearson.com
• Organizational Risk and Resilience at ORR@Pearson.com

Health & safety
Media inquiries
Includes communicating with the public • Contact media@pearson.com
and social media.
• www.pearson.com/report-piracy.html
Piracy/Intellectual property protection • infringements@pearson.com
• Global Director of Safeguarding
Safeguarding & protection • Organizational Risk and Resilience at ORR@Pearson.com
• sanctionscompliance@pearson.com
Sanctions • GCO Resources - Sanctions
• Office of the Company Secretary at

Share dealing inquiries
companysecretary@pearson.com

Appendix: policies and resources
The policies and resources listed below are available on the Global Compliance Office Site. Additional policies
and resources can be obtained by reaching out directly to a contact person within the relevant function.
Global Compliance Office policies and resources: Non Global Compliance Office policies and resources:
• Anti-Bribery and Corruption (ABC) Policy • Acceptable Use Policy

• Antitrust Policy • Employee Assistance Program
• Business Partners Code of Conduct • Environmental Policy
• Gifts and Hospitality Policy • Global Accessibility Policy Framework
• Global Conflicts of Interest Policy • Global Content and Editorial Policy
• “High” and “Medium” risk sanctioned countries list • Global Finance Policies
• Local Compliance Officer List • Global Health and Safety Policy and Standards
• Nominal Values List • Global Media Policy
• Raising Concerns and Anti-Retaliation Policy • Global Privacy Policy
• Sanctions Clearance Process Guidance • Human Rights Statement
• Sanctions Policy • Pearson Sustainable Business Strategy
• Schedule of Authority
• Treasury Policy

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2022 Pearson Code of Conduct

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Code of

Our purpose is to add life to a lifetime of learning.

Our values guide how we work together: we ask why,

I expect everyone to read and follow our Code of

www.PearsonEthics.com 2022 Pearson Code of Conduct | Page 2

A message from our CEO ......................................... 2 Resources at a glance ............................................. 30

A. Our values ........................................................................... 4

B. How to use our Code ......................................................... 4

C. What is expected? .............................................................. 5

II. Speaking up and making ethical decisions ....... 6

A. Asking questions and speaking up .................................. 6

D. Making the right choice: ethical decision making .......... 8

III. Treating others with respect and integrity ....... 9

A. Respect and integrity ......................................................... 9

B. Working with our learners, customers, and business

C. Avoiding conflicts of interest and corruption ............... 17

E. Accurate books and records ........................................... 21

IV. Treating our Content and Data with Care ...... 23

A. Content quality, ethical standards, and inclusion ........ 23

B. Privacy and personal information.................................. 24

C. Protecting our assets ....................................................... 24

D. Protecting our content .................................................... 25

E. Confidential information and intellectual property ..... 25

F. Communicating with the public ...................................... 26

V. Making a positive impact on society ................ 27

A. Sustainability and corporate responsibility .................. 27

B. Political activities .............................................................. 28

C. Global trade ...................................................................... 29

www.PearsonEthics.com 2022 Pearson Code of Conduct | Page 3

We ask We ask We earn We deliver We make

We challenge We spark We build We hold our We execute

B. How to use our Code

View the “Appendix: policies & resources” at the end

Sometimes local laws and customs or Pearson

www.PearsonEthics.com 2022 Pearson Code of Conduct | Page 4

Remember: no reason, including the A: No matter whom the allegation involves,

Do Q: If I observe misconduct in an area outside

www.PearsonEthics.com 2022 Pearson Code of Conduct | Page 5

You can also:

• Contact Human Resources, including a senior HR leader,

• Contact your Local Compliance Officer.

• Contact Compliance at compliance@pearson.com.

• Use www.PearsonEthics.com to ask a question or submit

www.PearsonEthics.com 2022 Pearson Code of Conduct | Page 6

www.PearsonEthics.com 2022 Pearson Code of Conduct | Page 7

Is it consistent with Pearson’s values?

Does it earn trust? If you are not sure, do not

Could the decision be improper

www.PearsonEthics.com 2022 Pearson Code of Conduct | Page 8

www.PearsonEthics.com 2022 Pearson Code of Conduct | Page 9

A: This is an example of intersectional Don’t

• Distribute or display obscene material or material that

• Encourage and listen to those who speak up and work to

www.PearsonEthics.com 2022 Pearson Code of Conduct | Page 10

venture partners, vendors, franchises, Don’t

www.PearsonEthics.com 2022 Pearson Code of Conduct | Page 11

• Report concerns about the safety or well-being of a child,

• Escalate your concern to your manager, Global Director

• Managers have additional responsibilities to ensure 2. Fair dealing

• Do not pass off the work of others as our own. We will

www.PearsonEthics.com 2022 Pearson Code of Conduct | Page 12

Violations of insider dealing laws can result in

Be aware that these rules also cover making decisions

Please note that the restrictions on insider trading also apply to