This Code of Conduct applies to all Gough Group employees and to all contractors and sub-contractors who perform work for the Gough Group.   A condition of employment and/or engagement is that you agree to abide by the Company's Code of Conduct.

We believe that acceptable standards of behaviour are necessary to ensure orderly and efficient conduct of the Company’s business, to maintain good order and discipline and to ensure the safety of people and protection of Company property.

ETHICAL COMPLIANCE
Our whole organisation will, at all times, operate in the most ethical manner.  We will not operate in an illegal way, we will always honour our commitments and we will treat with respect and honesty all stakeholders associated with our organisation.

Our employees must maintain the highest ethical and legal standards in all their dealings.  Only lawful, honest, accurate and ethical behaviour will safeguard the Company's interests, stated policies and reputation.  An important basic principle is that the Company expects employees to be honest with their supervisor, customers, outside contacts and fellow employees.   If you need any interpretation or clarification of legal or regulatory requirements, consult with senior management or, when approved, our legal advisors.

We will not undertake or condone any action which contravenes the law.  No employee shall commit an illegal act or direct other employees to commit such an act and it will not be an acceptable argument of justification for such an action by alleging it was directed by management.  No employee, manager or otherwise, has the authority to order or to condone any illegal activity. 

No employee will make false, incomplete or misleading entries, nor will undisclosed or unrecorded funds be established for any purpose.  No funds are to be placed in any personal or non-corporate accounts.  Assets must be properly protected and asset records regularly compared to actual assets. 

Stated policies, by themselves, will neither secure Goughs’ reputation nor guarantee integrity.  What does make a difference is if all employees and others who represent us adhere at all times to our ethical compliance philosophy.

PERSONAL BEHAVIOUR
We operate in a competitive industry where business is won or lost on the basis of quality, service and efficiency.  You are expected to behave in a socially acceptable manner while at work.  This covers such things as:
•  Making sure you don't offend anyone by your actions, by using bad language or viewing or communicating inappropriate material.
•  Being careful over personal hygiene.
•  Being generally pleasant.

You are expected to display appropriate levels of professionalism and competence when doing your work.  Your personal behaviour should be in a manner that is compatible with the Company’s values.  When dealing with suppliers or customers, respond to questions and concerns promptly and politely.  We expect you to treat other Company employees as internal customers and behave in a way that supports the Company's public image.

As with our ethical compliance stance, we expect you to always act professionally towards those with whom you come into contact.  We expect you to treat with respect all individuals, including your fellow employees and members of other organisations.  You must not act in a manner that is threatening or offensive, or personally, culturally or sexually defaming. 

We subscribe totally to being non-prejudiced across all society.  We will not tolerate discrimination based on race, culture, gender, age, physical ability or sexuality. 

We do not subscribe to, nor will we tolerate, sexual harassment of any kind.  We have zero tolerance of any form or perceived form of sexual harassment.  Material or conversation of any sexual nature in any form which may be offensive to others has no place in our organisation. 

All employees have a right and a responsibility to bring it to the attention of their supervisor/manager or HR Manager if they feel that our code of behaviour is being contravened.

Your personal behaviour, on and off the job, should never draw adverse reaction or comment from the public.  As a representative of the Company, you are personally responsible for maintaining the good reputation of The Gough Group.

HEALTH, SAFETY AND WELLBEING
We are committed to ensuring that employees, and those who work with us, do so in a safe and healthy environment. We believe that it is possible for everyone to go home from work every day having suffered no harm. 
Maybe safety isn't a personal thing for you, but if you are injured it will become very personal to you and your family.  You don't want that to happen!  Take a proactive approach to safety and adopt a safety code of conduct that you will always follow.  Make it the standard by which you operate every day.  Say to yourself:
1.  Safety is my number one priority.
2.  I will look out for myself and others.
3.  I will immediately stop any job or task that I believe is unsafe.
4.  I will control the hazards and risks associated with my job
5.  I will adhere to the Company's health and safety rules & procedures.

Ask yourself:
•  What am I doing?
•  What could go wrong?
•  What will I do to make it safe?

Think about what you need to do every day, in every job, to keep yourself and others safe. This will ensure that your personal approach to safety is at the highest level so you and your workmates can go home every day to your families without injury.

Our specific Health and Safety policies are detailed in a separate Health and Safety Handbook.  A more comprehensive Health and Safety Manual is held at each branch.

ENVIRONMENT POLICY
The Gough Group is committed to minimising any negative effects and to maximising any positive effects on the environment.  Our endeavour is to improve the long-term environment for future generations.  If you become aware of any damage to, or potential damage that may affect, the environment, you must immediately report the matter to the Company.

CONFLICT OF INTEREST
While employed by the Company you are expected to devote all your energy to your position and to remain free of interests or relationships which are, or may appear to be, harmful or detrimental to the Company’s best interests. 

Any interest which benefits you commercially, either directly or indirectly outside of your employment, may be a conflict of interest.   Situations which may give rise to a conflict of interest may include, but are not limited to:
•  Accepting payments, goods or services from suppliers, contractors or any other company or person with which or whom we do business, from which you will benefit.
•  Accepting gifts or gratuities from suppliers or contractors which may cause you to give them advantage over their competitors. 
•  Ownership of or an interest in any supplier or contractor to us or a similar business which could cause you to make less than sound commercial decisions for us.
•  The use of inside information which may disadvantage us in any way.

You are urged to discuss with your manager any possible conflicts of interest or to declare in writing your conflict of interest as soon as you become aware of it.  Failure to inform us of any such situation may put your employment or engagement in jeopardy.

SECONDARY EMPLOYMENT / ENGAGEMENT
We prefer that while you are working with us you put your energy into carrying out your job in the most efficient manner.  If you wish to work in secondary employment or undertake a secondary engagement, you must first discuss this with your manager who will fairly review any request to undertake outside work and may require more senior approval.  Consent will not unreasonably be withheld; however we reserve the right to request your resignation from the secondary employment or termination from the secondary engagement.

RELATIONSHIPS AND COLLUSION
At all times we expect you to maintain professional relationships with other staff, key clients and suppliers.

You have a responsibility to inform your manager if your partner or relative or person living at the same address is an employee of the Gough Group or any other company where there is a risk of collusion or confidential information being shared, even by accident, to the detriment of either us or our customers or suppliers. 

The Company may place any necessary and reasonable restrictions on your employment (including terminating your employment) if you are in a relationship with, living with or are a relative of a person who is employed by the Gough Group or a competitor.  Restrictions on or termination of your employment will be imposed only if there is a risk of collusion between you and the other person that may harm us or if there is a risk of disclosure of confidential information to that person, even by accident.

We consider it is in the best interests of the Company and yourself that you inform your manager if you enter a relationship with another employee within the Group.  In particular, relationships which involve a senior manager can create problems.

We reserve the right to not employ a relative, spouse or partner within the Group.  We neither discourage nor encourage employment of relatives of current employees, however we do encourage the selection of “best person” or “best skills match” for the job.

It is our policy to not appoint a person into the same department and/or to report to the same supervisor or manager as a close relative or partner of that person.  It is the obligation of all employees to declare any relationship of this nature at the time an appointment is being considered.

CONFIDENTIALITY
The Gough Group is a private company (not publicly listed).  Protecting the Company’s proprietary information, technology, research, confidential data, brands and image against misuse, loss or theft is of vital importance.  We also have an obligation to respect supplier and customer information that is disclosed to us during the course of business. 

It is the responsibility of all employees to ensure that information relating to
•  customer transactions,
•  the Gough Group of Companies’ business records and information,
•  our operations, the way we provide our goods and services, profits and projections,
•  salary information, terms of employment and personal information about other employees is held in strict confidence and is not discussed or disclosed to any other party without the prior approval of a member of the Gough Executive Committee (GECOM).  The basic rule is “information that is not clearly in the public domain should not be released without authorisation.”

A breach of confidentiality is a serious matter.  You will face disciplinary action with the potential for dismissal.

All employees have a responsibility to maintain confidentiality beyond their period of employment with us.  You have a legal obligation to not disclose confidential information at any time after you have left your employment with the Gough Group.

Shredding or contracted secure disposal should be used to properly destroy obsolete or otherwise superseded documents which deal with confidential or sensitive information.

DOCUMENT RETENTION
The Company has a policy on document retention which all managers should make themselves familiar with.  The policy specifies the period for which different types of documents must be retained. 

USE OF COMPANY PROPERTY
Company property and equipment is intended for use on the job and should not be used for personal purposes without approval.  This includes telephones, computers, technical equipment and other equipment and facilities.  If you wish to use Company equipment for personal purposes, you must seek clear approval from your supervisor or manager prior to the use.  This is especially important where there are safety factors to be considered.

All documents, business equipment, company software, manuals and other materials supplied to you or accessed by you during the course of your employment remain the property of the Company. Issued items must be returned to us when you cease your employment with us.

You must protect the Company's property and revenues.  This includes all kinds of property belonging to or leased to the Company, including communication devices, other plant and equipment, motor vehicles, tools, office supplies, cash, securities, pre-paid coupons (eg taxi chits), intellectual property, data and software.  Unauthorised copying of any form of Company data onto a removable drive or storage device is expressly prohibited.
If Company equipment has to be left at a work site, it is important to ensure that precautions are taken to render it safe from theft and damage.  Equipment and supplies (no matter how old or in what condition) are not to be borrowed or given away, loaned, sold, abandoned or destroyed without specific authorisation from management.

If you fail to take reasonable care of Company property, the Company reserves the right to recover damages from you, including from your personal resources.  This includes the situation where Company tooling or equipment is stolen as a result of an employee’s failure to adequately secure the goods.

Company equipment and supplies may be loaned to employees for their personal use either on Company premises or away from them.  Such loans must have the prior approval of your manager and will be recorded and may be made subject to certain conditions to comply with tax and other regulations.  The taking of equipment or supplies without prior approval may result in disciplinary action.

ELECTRONIC COMMUNICATION (See also Computer Policies)
The Company provides email, facsimile, phone and internet facilities as part of its operational environment.  These facilities exist to help you to carry out your business functions.  All Company policies and procedures concerning work-related activities apply equally to the use of electronic means of communication.  In particular you should not assume that your email communications will be confidential.  

We have an obligation to ensure that the work place is free from sexual and other harassment, offensive material, improper communications and other unlawful behaviour.  If we become aware that electronic communications are being used for unlawful, offensive or improper activities, we will take appropriate action to deal with this.  For avoidance of doubt, improper activities extend to the sending of inappropriate texts and images on cellphones and other personal communication devices and to the inappropriate use of social networking sites.

Personal use of electronic communications is permitted as long as this does not interfere with normal business use or the performance of your job.  It should be noted however that all information transmitted through or stored within our computer systems is deemed to be the property of the Company and is subject to management control and review, including search.  Data stored on the network should be for business use only.  We have a policy of monitoring your emails and internet site access and we reserve the right to restrict or deny access to any internet site.

EXTERNAL RELATIONSHIPS
The Company is committed to the establishment of ongoing ethical business relationships with its customers, suppliers and agents/representatives.  The reliability of the Company and its employees will be judged by how people conduct themselves within these relationships, both on and off the job.

During the conduct of business you are expected to:
• Always act in the best interests of the Company.
• Never make promises the Company cannot or does not intend to keep.
• Never make commitments on behalf of the Company which you are not authorised to make.
• Limit entertainment to that which is deemed reasonable, customary and necessary to facilitate business discussions.
• Never make false, misleading or disparaging remarks to customers, suppliers and agents/representatives or prospective customers.
• Respect the confidentiality of any sensitive information given in confidence.
• Not, directly or indirectly, offer benefits or rewards in violation of laws, regulations or responsible and ethical business practice.
• Provide small gifts to customers only when this is in line with generally accepted business practice and does not give rise to conflicts of interest.
• Not accept gratuities such as gifts, favours, money, loans, vacations, travel or hotel accommodation from suppliers or potential suppliers, except promotional items of a nominal value or moderately-scaled entertainment within the limits of prudence and ethical conduct.
• Negotiate supply contracts to meet the Company's technical and financial requirements and not accept inferior material or equipment which may be commercially or administratively expedient.
• Not allow personal bias to influence the selection or rejection of a particular supplier, product or service.
• Carefully select agents and representatives and ensure that the relationship is formalised by written contract. Thereafter, their activities are to be monitored as closely as possible to ensure that those activities are in accordance with the contract and with relevant laws and regulations.

WORKING ON CUSTOMER PREMISES
The Company’s activities often involve visits to a customer's place of business.  We wish to establish and maintain an enviable reputation for honesty, integrity, courtesy and respect for the property of others and, in the process, establish lasting goodwill.

Nothing should be removed, used or borrowed without the customer's permission.  The customer's premises should be left as they were found, with no after-service debris remaining.  You should take all reasonable care to ensure that no loss or damage occurs.  The Company may incur liability in a civil proceeding if it can be established that there was gross negligence or fault causing damage.  If damage does occur, you should immediately notify your manager and the customer with a view to us arranging repair or payment for repairs to restore to a reasonable condition.

You must always make yourself familiar with the customer’s Health and Safety policies and procedures and comply with them.  If you breach them, you may face disciplinary action by Goughs.

It is the duty of all employees to respect a customer's privacy and to treat as strictly confidential any personal or business information about a customer that may come to your attention. This applies to oral and written information belonging to a customer, whether it is obtained on our premises or on a customer's premises.

MISCONDUCT AND SERIOUS MISCONDUCT

Misconduct
Where found after appropriate investigation, the following may be considered misconduct liable to disciplinary procedures being taken.  Misconduct may include, but is not limited to:
1.  Failure to comply with the Company’s Policies, Procedures or Practices.
2.  Poor time-keeping (eg being late for work or taking extended breaks)
3.  Falsification of Company records, including filling out time-keeping or payroll records.
4.  Failure to inform as soon as practicable of any absence for which prior permission has not been obtained.
5.  Refusal to perform a reasonable request to work or to follow lawful instructions
6.  Leaving an assigned work place without good reason.
7.  Abusive or unacceptable behaviour causing offence to other people while on Company premises or while you are on Company business or at a function representing the Company.
8.  Putting offensive notices within Company premises or on notice boards or defacing Company notices or instructions.
9.  Wilful waste of time or materials, lack of application to an assigned task, interfering with or preventing another employee from carrying out their work function.
10.  Boisterous play, disorderly conduct.
11.  Misuse, abuse or unauthorised use of Company property.
12.  Misuse of a Company purchase scheme.

Serious Misconduct
Where found after appropriate investigation, the following may be considered serious misconduct liable to instant dismissal.  Serious Misconduct may include, but is not limited to:
1. Conviction of a crime.
2. Failure to comply with the Company’s or another organisation’s health and safety rules and procedures including notification of hazards, failure to wear or use safety protection equipment or protective clothing, or failure to follow lawful instructions in regard to health and safety.
3. Failure to report accidents, personal injury or damage to Company property or damage caused while on Company business.
4. Failure to comply with Operating Procedures or direct instructions by a manager where such failure is to the detriment of the Company.
5. Misleading, reckless or negligent conduct in the performance of duties, including withholding or misreporting of critical information.
6. Victimisation or harassment in the workplace.
7. The possession or consumption of illegal drugs and/or alcohol on Company premises during working hours or whilst on Company business or being under the influence of illegal drugs and/or alcohol to the extent that the employee is unable to properly or safely perform his/her duties.
8. Using abusive or obscene language during the course of business, including direct verbal or written abuse of a supervisor/manager in or out of work hours.
9. Dishonesty including theft, unauthorised possession of, use, lending of, removal of or deliberate damage to the property or vehicles of the Company or another employee, contractor or customer or negligence in the use of property, falsification of Company records, supplying false information, cheating or lying.
10. Falsification of or inappropriate use of expense privileges, including misuse of Company credit cards or purchase cards.
11. Falsification of pre-employment information used in the hiring decision.
12. Fighting or physical assault while on Company premises/property or during working hours or in connection with matters arising out of your employment, including at Company social occasions.  This includes any conduct which could jeopardise safety or health (including horseplay).
13. Failure to comply with the Company’s IT policies, including unauthorised or inappropriate use of email, internet and mobile communication devices.
14. Leaving an assigned work place without authority or due cause where safety or security is then put at risk.
15. Unauthorised possession of or misuse of confidential information and/or intellectual property.
16. Engaging in activities that create a conflict of interest.
17. Release of cash sales/liens contrary to Company policy.
18. Misrepresenting the Company for personal gain or profit.
19. Personal behaviour outside work which adversely affects the Company in its business dealings.
20. Failure to comply with the Company’s Code of Conduct.
21. Unauthorised or unreasonable use of a company vehicle.
22. Illegal gambling during working hours.
23. Unauthorised carriage or possession of firearms on Company premises or property or in a Company vehicle.
24. Any false assertion against the Company or any employee, particularly in regard to compliance with legislation.
25. Any unauthorised statement to the news media.
26. Broadcasting disparaging remarks about the Company, by any means, including on social networking sites.
27. Any serious breach of normally accepted rules and standards of behaviour, whether defined in writing or not.

DELEGATED AUTHORITY
The Company has a Delegated Authorities Policy which defines the authority levels within which managers and staff may operate.  The Policy specifies who can act on the Company’s behalf in a wide range of circumstances, including; Recruitment, Termination, Remuneration, Capital Expenditure, Contracts, Purchasing, Credit Authorisation, Payment of Suppliers, Expenses, Media and Press Releases, Travel and Sponsorship.

You should be clear on your delegated authority.  If you are not sure of your level of authority, please talk to your manager. 

CONCLUSION
Any deviation from this Code of Conduct may result in disciplinary action with consequences varying from reprimand to dismissal depending on the magnitude of the offence and the impact, actual or assessed, on the Company.