Corporate Governance and Compliance

1.1

We conduct all our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery and corruption.

1.2

We take our legal responsibilities very seriously. We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. However, we remain bound by UK laws, including the Bribery Act 2010, in respect of our conduct both at home and abroad

2

About this policy

2.1 

The purpose of this policy is to

2.2 

This policy has been agreed with the Wrightbus Advisory Board.

2.3 

This policy does not form part of any contract of employment or other contract to provide services, and we may amend it at any time following consultation with the Wrightbus Advisory Board.

1.1

Modern slavery is a crime and a violation of fundamental human rights. It takes various forms, such as slavery, servitude, forced and compulsory labour and human trafficking, all of which have in common the deprivation of a person's liberty by another in order to exploit them for personal or commercial gain. We have a zero-tolerance approach to modern slavery and we are committed to acting ethically and with integrity in all our business dealings and relationships and to implementing and enforcing effective systems and controls to ensure modern slavery is not taking place anywhere in our own business or in any of our supply chains.

1.2

We are also committed to ensuring there is transparency in our own business and in our approach to tackling modern slavery throughout our supply chains, consistent with our disclosure obligations under the Modern Slavery Act 2015. We expect the same high standards from all of our contractors, suppliers and other business partners and, as part of our contracting processes, we include specific prohibitions against the use of forced, compulsory or trafficked labour, or anyone held in slavery or servitude, whether adults or children, and we expect that our suppliers will hold their own suppliers to the same high standards.

2

About this policy

2.1 

The purpose of this policy is to

2.2 

This policy applies to all persons working for us or on our behalf in any capacity, including employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives and business partners.

2.3 

This policy does not form part of any employee's contract of employment and we may amend it at any time.

3

Responsibility for the policy

3.1 

The board of directors has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.

3.2 

The Group General Counsel has primary and day-to-day responsibility for implementing this policy, monitoring its use and effectiveness, dealing with any queries about it, and auditing internal control systems and procedures to ensure they are effective in countering modern slavery.

3.3 

Management at all levels are responsible for ensuring those reporting to them understand and comply with this policy and are given adequate and regular training on it and the issue of modern slavery in supply chains.

3.4 

You are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries are encouraged and should be addressed to the Group General Counsel.

4

Your responsibilities and how to raise a concern

4.1 

You must ensure that you read, understand and comply with this policy.

4.2 

The prevention, detection and reporting of modern slavery in any part of our business or supply chains is the responsibility of all those working for us or under our control. You are required to avoid any activity that might lead to, or suggest, a breach of this policy.

4.3 

You must notify your line manager or Group General Counsel as soon as possible if you believe or suspect that a breach of this policy has occurred, or may occur in the future.

4.4 

You are encouraged to raise concerns about any issue or suspicion of modern slavery in any parts of our business or supply chains of any supplier tier at the earliest possible stage.

4.5 

If you believe or suspect that a breach of this policy has occurred or that it may occur you must notify your line manager or Group General Counsel or report it in accordance with our Whistleblowing Policy as soon as possible. You should note that where appropriate, and with the welfare and safety of local workers as a priority, we may give support and guidance to our suppliers to help them address coercive or exploitative work practices in their own business and supply chains.

4.6 

If you are unsure about whether a particular act, the treatment of workers more generally, or their working conditions within any tier of our supply chains constitutes any of the various forms of modern slavery, raise it with your line manager or Group General Counsel..

4.7 

We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken. We are committed to ensuring no one suffers any detrimental treatment as a result of reporting in good faith their suspicion that modern slavery of whatever form is or may be taking place in any part of our own business or in any of our supply chains. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the Group General Counsel immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure.

5

Training and communication

5.1 

Training on this policy, and on the risk our business faces from modern slavery in its supply chains, forms part of the induction process for all individuals who work for us, and regular training will be provided as necessary.

5.2 

Our zero-tolerance approach to modern slavery in our business and supply chains must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and reinforced as appropriate on an ongoing basis.

6

Breaches of this policy

6.1 

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct.

6.2 

We may terminate our relationship with other individuals and organisations working on our behalf if they breach this policy.

1.1

We are committed to conducting our business with honesty and integrity, and we expect all staff to maintain high standards. However, all organisations face the risk of things going wrong from time to time, or of unknowingly harbouring illegal or unethical conduct. A culture of openness and accountability is essential in order to prevent such situations occurring and to address them when they do occur.

1.2

The purpose of this policy is to

1.3

This policy has been implemented following consultation with the Wrightbus Advisory Board.

1.4

This policy does not form part of any contract of employment or other contract to provide services, and we may amend it at any time following consultation with the Wrightbus Advisory Board.

2

Who does this policy apply to?

2.1 

3

Who is responsible for this policy?

3.1 

The board of directors (the Board) has overall responsibility for the effective operation of this policy, and for reviewing the effectiveness of actions taken in response to concerns raised under this policy.

3.2 

The HR Director has day-to-day operational responsibility for this policy and you should refer any questions about this policy to them in the first instance. The HR Director must ensure that regular and appropriate training is provided to all managers and other staff who may deal with concerns or investigations under this policy.

3.3 

This policy is reviewed at least annually by the Group General Counsel in conjunction with Wrightbus Advisory Board.

3.4 

All staff are responsible for the success of this policy and should ensure that they use it to disclose any suspected danger or wrongdoing. Staff are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the Group General Counsel who will involve the Board where appropriate.

4

What is whistleblowing?

4.1 

Whistleblowing is the disclosure of information which relates to suspected wrongdoing or dangers at work. This may include:

4.2 

A whistleblower is a person who raises a genuine concern relating to any of the above. If you have any genuine concerns related to suspected wrongdoing or danger affecting any of our activities (a whistleblowing concern) you should report it under this policy.

4.3 

This policy should not be used for complaints relating to your own personal circumstances, such as the way you have been treated at work. In those cases you should use the Grievance Procedure or Anti-harassment and Bullying Policy as appropriate.

4.4 

If a complaint relates to your own personal circumstances but you also have wider concerns regarding one of the areas set out at paragraph 4.1 above (for example, a breach of our internal policies), you should discuss with the HR

4.5 

If you are uncertain whether something is within the scope of this policy you should seek advice from HR Director or Group General Counsel, whose contact details are at the end of this policy.

5

Raising a whistleblowing concern

5.1 

We hope that in many cases you will be able to raise any concerns with your line manager or the HR Department. You may tell them in person or put the matter in writing if you prefer. They may be able to agree a way of resolving your concern quickly and effectively. In some cases they may refer the matter to the HR Director or Group General Counsel.

5.2 

However, where the matter is more serious, or you feel that your line manager or the HR Department has not addressed your concern, or you prefer not to raise it with them for any reason, you should contact one of the following:

5.3 

We will arrange a meeting with you as soon as possible to discuss your concern. You may bring a colleague or union representative to any meetings under this policy. Your companion must respect the confidentiality of your disclosure and any subsequent investigation.

5.4 

We will take down a written summary of your concern and provide you with a copy after the meeting. We will also aim to give you an indication of how we propose to deal with the matter.

6

Confidentiality

6.1 

We hope that in many cases you will be able to raise any concerns with your line maWe hope that staff will feel able to voice whistleblowing concerns openly under this policy. However, if you want to raise your concern confidentially, we will make every effort to keep your identity secret. If it is necessary for anyone investigating your concern to know your identity, we will discuss this with you.

6.2 

We do not encourage staff to make disclosures anonymously, although we will make every effort to investigate anonymous disclosures. You should be aware that proper investigation may be more difficult or impossible if we cannot obtain further information from you. It is also more difficult to establish whether any allegations are credible. Whistleblowers who are concerned about possible reprisals if their identity is revealed should come forward to the HR Director or Group General Counsel or one of the other contact points listed in paragraph 5 and appropriate measures can then be taken to preserve confidentiality. If you are in any doubt, you can seek advice from Protect, the independent whistleblowing charity, who offer a confidential helpline. Their contact details are at the end of this policy.

7

Investigation and outcome

7.1 

Once you have raised a concern, we will carry out an initial assessment to determine the scope of any investigation. We will inform you of the outcome of our assessment. You may be required to attend additional meetings in order to provide further information.

7.2 

In some cases we may appoint an investigator or team of investigators including staff with relevant experience of investigations or specialist knowledge of the subject matter. The investigator (or investigators) may make recommendations for change to enable us to minimise the risk of future wrongdoing.

7.3 

We will aim to keep you informed of the progress of the investigation and its likely timescale. However, sometimes the need for confidentiality may prevent us giving you specific details of the investigation, an outcome or any disciplinary action taken as a result. You should treat any information about the investigation as confidential.

7.4 

If we conclude that a whistleblower has made false allegations maliciously, the whistleblower will be subject to disciplinary action.

8

If you are not satisfied

8.1 

While we cannot always guarantee the outcome you are seeking, we will try to deal with your concern fairly and in an appropriate way. By using this policy, you can help us to achieve this.

8.2 

If you are not happy with the way in which your concern has been handled, you can raise it with one of the other key contacts in paragraph 5. Alternatively, you may contact the Group General Counsel. Contact details are set out at the end of this policy.

9

External disclosures

9.1 

The aim of this policy is to provide an internal mechanism for reporting, investigating and remedying any wrongdoing in the workplace. In most cases you should not find it necessary to alert anyone externally.

9.2 

The law recognises that in some circumstances it may be appropriate for you to report your concerns to an external body such as a regulator. It will very rarely if ever be appropriate to alert the media. We strongly encourage you to seek advice before reporting a concern to anyone external. The independent whistleblowing charity, Protect, operates a confidential helpline. They also have a list of prescribed regulators for reporting certain types of concern. Their contact details are at the end of this policy.

9.3 

Whistleblowing concerns usually relate to the conduct of our staff, but they may sometimes relate to the actions of a third party, such as customers, suppliers or service providers. In some circumstances the law will protect you if you raise the matter with the third party directly. However, we encourage you to report such concerns internally first, in line with this policy. You should contact your line manager or the HR Department or one of the other individuals set out in paragraph 5 for guidance.

10

Protection and support for whistleblowers

10.1 

It is understandable that whistleblowers are sometimes worried about possible repercussions. We aim to encourage openness and will support staff who raise genuine concerns under this policy, even if they turn out to be mistaken.

10.2 

Whistleblowers must not suffer any detrimental treatment as a result of raising a concern. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the HR Director or your line manager or the HR Department immediately. If the matter is not remedied you should raise it formally using our Grievance Procedure.

10.3 

You must not threaten or retaliate against whistleblowers in any way. If you are involved in such conduct you may be subject to disciplinary action. In some cases, the whistleblower could have a right to sue you personally for compensation in an employment tribunal.

11