ROLLS-ROYCE GLOBAL CODE OF BUSINESS ETHICS - EthicsPoint

ROLLS-ROYCE GLOBAL CODEOF BUSINESS ETHICS

CONTENTS1.0 WORKING TOGETHER 021.1 RESPECT FOR INDIVIDUALS 041.2 HEALTHY AND SAFE WORKING 061.3 FAIR AND JUST OPPORTUNITIES 08AND REWARDS2.0 CONDUCTING OUR BUSINESS 102.1 HONESTY AND INTEGRITY IN 12ALL OUR BUSINESS DEALINGS2.2 DEALING FAIRLY WITH OUR CUSTOMERS 142.3 DEALING FAIRLY WITH OUR SUPPLIERS 162.4 DEALING FAIRLY WITH 18OUR BUSINESS PARTNERS3.0 RUNNING OUR COMPANY 203.1 GOOD GOVERNANCE 223.2 AVOIDING CONFLICTS OF INTEREST 243.3 SAFEGUARDING OUR ASSETS 263.4 SUSTAINING OUR REPUTATION 284.0 PROTECTING OUR ENVIRONMENT 304.1 PROTECTING OUR ENVIRONMENT 325.0 WORKING WITHIN OUR COMMUNITIES 345.1 WORKING WITHIN OUR COMMUNITIES 366.0 APPLYING THIS CODE 386.1 PROMOTING ETHICAL BEHAVIOUR 406.2 SEEKING HELP 416.3 ROLLS-ROYCE GLOBAL POLICIES 426.4 DEALING WITH UNETHICAL BEHAVIOUR 43Chapters include questions and answers on ethical issues.Reference numbers in the text refer to the global Rolls-Roycepolicies listed in the chapter Applying This Code.GLOBAL CODE OFBUSINESS ETHICSFOREWORDWE IN ROLLS-ROYCE SEEK TO BE RESPECTEDGLOBALLY AS ONE OF THE WORLD’S LEADINGSUPPLIERS OF PRODUCTS AND SERVICES FOR THECIVIL AND DEFENCE AEROSPACE,MARINE ANDENERGY MARKETS.Our goal is to be trusted by our customers,investorsand communities to deliver excellence throughthe commitment of our employees,partners andsuppliers.We will only achieve this goal and sustain thisreputation in the long term if we act in accordancewith our corporate values of Integrity,Reliabilityand Innovation.We must live up to the high ethical standards wehave set ourselves and act according to laws andregulations wherever we operate.This Global Codeof Business Ethics is our commitment to act in thisway in all our business dealings.It expresses ourvalues upon which our success and our future asa business depend.The Code provides a summary of the principleswe must abide by to preserve and enhance thereputation of Rolls-Royce.It applies to all of us inRolls-Royce.Our managers have the additionalresponsibility to create the climate and opportunityfor all employees to ‘do the right thing’and tovoice genuinely held concerns without fear ofvictimisation.“WHATEVER IS RIGHTLYDONE,HOWEVER HUMBLE,IS NOBLE”SIR HENRY ROYCEWe shall not tolerate victimisation and the Codeshows where employees may find advice,information and support.We are proud of our long history of responsiblebusiness conduct by our employees across all ourbusinesses.Simon RobertsonChairmanSir John RoseChief Executive1 Rolls-Royce Global Code of Business Ethics

1.0ASWORKING TOGETHEREMPLOYEES,WE WISH TO HAVE AWORKPLACE WHERE WE FEEL RESPECTED,FULFILLED AND APPRECIATED.ROLLS-ROYCE ASPIRES TO BE ANATTRACTIVE EMPLOYER BY CREATINGAND MAINTAINING A POSITIVE,RESPONSIBLE AND FAIR WORKINGENVIRONMENT.AS A COMPANY,WE MUST COMPLY WITHEMPLOYMENT LEGISLATION WHEREVERWE OPERATE.1.02 Rolls-Royce Global Code of Business Ethics 3 Rolls-Royce Global Code of Business Ethics

SECTION1.1WORKINGTOGETHERRESPECT FOR INDIVIDUALSSECTION1.1WORKINGTOGETHERRESPECT FOR INDIVIDUALSWe treat each other openly,honestly,courteously and do not tolerate harassmentunder any circumstances.Harassment takesmany forms,including physical,verbal andnon-verbal conduct that is unwanted byindividuals,violates their dignity or createsan intimidating,humiliating or offensiveenvironment 1 .We respect the personal privacy of ouremployees and we only collect and processpersonal data that is necessary to meet ouroperational needs or to comply with legalrequirements 8 .We believe that the decision on whether ornot to join a Trade Union is a matter for theindividual.We observe the processes availablein each country regarding collectiverepresentation.We seek to engage and involve employees inthe development of the business and to fostereffective communication with employees andtheir representatives on business and workissues.We have introduced a Global Councilcovering all employees in the company.TheCouncil provides information and enablesconsultation on company-wide mattersaffecting the entire business and its employees.We operate procedures that strive to resolvedisputes fairly.Q:Members of my team make jokes about myracial background.If I object,they say I ambeing over-sensitive.Should I just ignore it?A:No.Your first step should be to talk to yourmanager about it.All managers are responsiblefor dealing with harassment and all allegationswill be taken seriously and investigated.However,if you feel your case has not beentreated properly,you should raise the matter withyour HR department.You also have the optionto use the confidential reporting line as describedin Chapter 6: Applying This Code.Q:As a manager,I am putting my team undera lot of pressure to meet targets.SurelyI am right to leave them in no doubt if theirperformance needs to improve?A:It is part of your responsibility to set challengingtargets and to seek to improve your team’sperformance.However,remember thatRolls-Royce does not support a bullying style ofmanagement,and you should try to analyse anddeal with all the factors that may be hinderingyour team.There are company courses that candevelop your skills in this area.See Chapter 6:Applying This Code,for sources of help.We do not tolerate any form of forced orchild labour 7 .4 Rolls-Royce Global Code of Business Ethics5 Rolls-Royce Global Code of Business Ethics

SECTION1.2WORKINGTOGETHERHEALTHY AND SAFE WORKINGSECTION1.2WORKINGTOGETHERHEALTHY AND SAFE WORKINGWe make proper provision for the health,safety and welfare of our employees,visitors,contractors and others who may be affectedby our activities at work.All of us have aresponsibility to follow the company’s healthand safety policies 2 and must report anyaccident,injury,safety violation,or near-missto the responsible manager.We aim to have zero injuries and environmentalincidents and seek continual improvementby implementing the Rolls-Royce Health,Safety & Environment Management System 2and related standards.We provide a preventative OccupationalHealth service that focuses on how ouremployees’health can affect their work andhow their work can affect their health 3 .We recognise that the abuse of alcohol,drugs,solvents,over-the-counter medication andother substances can jeopardise the healthand safety of our employees.We treat any suchabuse at work as serious misconduct 4 .We promote and safeguard the health andcomfort of all employees by not smoking inany of our buildings and encouraging ourvisitors to do likewise 5 .Q:I suspect that safety procedures arepotentially being compromised in the areain which I work.What should I do?A:Safety procedures must never be compromised.If you feel unable to speak to your supervisorabout this,speak to the next level ofmanagement or someone from the Health,Safety and Environment department.If you wish,you may also raise this through your employeerepresentative.Other sources of advice arelisted in Chapter 6: Applying This Code.As acompany,we will not tolerate the victimisationof employees who raise genuine safety concerns.Q:I am very overstretched at work and notcoping.Where can I get help?A:You can obtain support from OccupationalHealth or your HR representative.You may alsofind it helpful to read the Rolls-Royce guidancedocument ‘Seven Workstyle Maxims’,availablefrom Occupational Health or online on theInfoCentre, Occupational Health: Informationon Stress section.We are committed to maintaining a secureworking environment and we prohibit ouremployees from bringing any weapons ordangerous devices of any kind onto companyproperty.6 Rolls-Royce Global Code of Business Ethics7 Rolls-Royce Global Code of Business Ethics

SECTION1.3WORKINGTOGETHERFAIR AND JUST OPPORTUNITIESAND REWARDSSECTION1.3WORKINGTOGETHERFAIR AND JUST OPPORTUNITIESAND REWARDSWe gain competitive advantage by attracting,retaining and developing the best talentfrom the broadest range of people worldwide.We are committed to the promotion of diversityand equality and to sustaining an environmentfree from discrimination,where employeesare regarded with dignity and treatedequitably on the basis of their capabilityand contribution.Discriminatory behavioursand practices undermine people’s skills andpotential and are unacceptable to us 1 .We invest in training,education anddevelopment to improve the capability ofthe business and the skills of our employees 6 .Our remuneration policy seeks to rewardour employees fairly and takes account ofindividual contributions to the performanceof the businesses in which they work.We encourage our employees to becomeinvestors in the company.Q:A female member of my team has childrenand I feel that her responsibilities as a mothermust be compromising her job performance.I am considering candidates for a more seniorposition; can I take this into account?A:All employment-related decisions must be basedentirely on merit and the individual circumstancesof the job.Decisions based on assumptions in themanner described constitute discrimination.Q:I am worried that my medical condition couldaffect my prospects at work,if it becameknown.What should I do?A:Talk in confidence to your manager or one ofthe other sources of advice described inChapter 6: Applying This Code.Employers mustnot unlawfully discriminate against people withdisabilities or treat them less favourably,and it isour policy to make reasonable modificationsto working conditions to overcome difficultiesencountered.8 Rolls-Royce Global Code of Business Ethics9 Rolls-Royce Global Code of Business Ethics

2.0OURCONDUCTING OUR BUSINESSREPUTATION DEPENDS NOT ONLYON THE HIGH QUALITY,INNOVATIONAND TIMELY AVAILABILITY OF OURPRODUCTS AND SERVICES BUT ALSOON OUR CUSTOMERS’CONFIDENCE INOUR PROFESSIONAL INTEGRITY.OUR SUCCESS IS ALSO INCREASINGLYTIED TO THE PERFORMANCE ANDREPUTATION OF OUR SUPPLIERS.WE SEEK CONSTANTLY TO STRENGTHENOUR RELATIONSHIPS IN THE SUPPLYCHAIN BY CONDUCTING OUR BUSINESSIN A WAY THAT IS MUTUALLY BENEFICIALAND COMPETITIVE.2.010 Rolls-Royce Global Code of Business Ethics 11 Rolls-Royce Global Code of Business Ethics

SECTION2.1CONDUCTINGOUR BUSINESSHONESTY AND INTEGRITY INALL OUR BUSINESS DEALINGSSECTION2.1CONDUCTINGOUR BUSINESSHONESTY AND INTEGRITY INALL OUR BUSINESS DEALINGSWe are committed to fair competition andhonest,straightforward business dealings.We abide by antitrust and competition laws,for example those that prohibit price fixingand boycotting of suppliers or customers,the fixing of market share,misrepresentinga competitor,or stealing trade secrets 9 .We do not offer nor accept any bribe.Wedecline to accept gifts of significant value andwill accept modest gifts only on the specialoccasions when it is customary to exchangeitems of low value.In addition,we avoid anysituation that makes it appear that we haveaccepted a favour from outside Rolls-Royce inthe context of our work.We must not offer orreceive a gift of money,in any circumstances.We offer or accept hospitality only when itcan be regarded as a normal business courtesy.We avoid hospitality that is lavish or when itmight be reasonably regarded as a personalreward for the recipient,or when it cannot bereciprocated.Q:A colleague has proposed that we give anon-cash,in-kind benefit to a governmentofficial.I am told that this is common practicein the country concerned.Is this permissible?A:No.These benefits are viewed in the same wayas cash payments.Even common businessgifts and courtesies may be unlawful whenprovided to government officials or managers ofgovernment-owned businesses.Local customprovides no protection or legitimacy.In thesecircumstances,you should always seek advicebeforehand on applicable laws and regulations.Q:Where can I receive advice on gifts orhospitality?A:If in doubt,always ask your manager and,ifnecessary,one of the sources of advice listed inChapter 6: Applying This Code.We observe import and export laws andregulations and obtain proper authorisationfor the import and export of products andtechnology 10 .When we appoint and use advisers torepresent our interests,their professionalism,integrity and ethical standards demonstrablymeet the requirements of this Code.Wemanage them strictly in accordance withcompany policy 11 .12 Rolls-Royce Global Code of Business Ethics13 Rolls-Royce Global Code of Business Ethics

SECTION2.2CONDUCTINGOUR BUSINESSDEALING FAIRLY WITHOUR CUSTOMERSSECTION2.2CONDUCTINGOUR BUSINESSDEALING FAIRLY WITHOUR CUSTOMERSWe apply our expertise in technical innovationto our products and services for the benefitof our customers,in order to bring them newmarket opportunities,good value and highquality products which are reliable and safe.We communicate honestly and openly withour customers,seeking a full understandingof their requirements and meeting ourcommitments to them.Q:I have a technical worry that might havesafety implications for the product,but it istoo early to be sure.What should I do?A:If you have concerns about safety you shouldalways raise them with your manager,so thatappropriate specialists have an opportunity toanalyse the risk.We respect the confidentiality of informationfrom our customers to which we have access.14 Rolls-Royce Global Code of Business Ethics15 Rolls-Royce Global Code of Business Ethics

SECTION2.3CONDUCTINGOUR BUSINESSDEALING FAIRLY WITHOUR SUPPLIERSSECTION2.3CONDUCTINGOUR BUSINESSDEALING FAIRLY WITHOUR SUPPLIERSWe value all our supplier relationships andwe treat all our suppliers with fairness andintegrity,regardless of the value of ourtransaction or the length of our relationship.We expect our suppliers,their employeesand subcontractors to operate to the higheststandards of business integrity in theirrelationship with Rolls-Royce.We wish towork collaboratively with our suppliers toensure proper understanding and compliancewith our Supplier Code of Conduct 12 and theSupplier,Health,Safety and EnvironmentPolicy 13 ,whose standards correspond withthe provisions of this Code.Our terms of business with suppliers are clear.We respect these terms and always aim tooperate in accordance with them.We aim to communicate honestly and openlywith our suppliers,seeking a full understandingof their problems,and working with them tofind solutions that satisfy both parties.Q:Does this Code allow me to stay in a supplier’sguest house when on a company visit?A:Yes,if this is a facility the supplier offers to all itscustomers.Q:Can I let the suppliers make my hotelarrangements when I visit?A:Yes,as long as you pay the bills.Q:One of our suppliers is paying its employeesbelow the local legal minimum pay rates.What is the Rolls-Royce position on this?A:We are committed to ensuring that Rolls-Roycecontractual arrangements do not exploit thirdparty employees,and you should raise the matterwith the manager responsible for this contract.We respect the confidentiality of informationfrom our suppliers to which we have access.16 Rolls-Royce Global Code of Business Ethics17 Rolls-Royce Global Code of Business Ethics

SECTION2.4CONDUCTINGOUR BUSINESSDEALING FAIRLY WITHOUR BUSINESS PARTNERSSECTION2.4CONDUCTINGOUR BUSINESSDEALING FAIRLY WITHOUR BUSINESS PARTNERSWhen setting up new joint ventures,we offerthis Code as a model for any new entity that isnot controlled by Rolls-Royce.Q:I have been assigned by Rolls-Royce to workin a Joint Venture company.Which company’spolicies should I be working to?A:The policies of the JV company.If you feel thatthey are less rigorous than those laid out in thisCode,you should raise the matter with yourJV manager.If this does not resolve the problem,you should discuss it with your Rolls-Roycementor or seek advice from one of the sourceslisted in Chapter 6: Applying This Code.18 Rolls-Royce Global Code of Business Ethics19 Rolls-Royce Global Code of Business Ethics

3.03.0OURRUNNING OUR COMPANYSHAREHOLDERS AND OTHERINVESTORS TRUST US TO USE ALL OURASSETS – HUMAN,FINANCIAL,PHYSICALAND INTELLECTUAL – TO MAKE OURBUSINESS GROW AND INCREASE THEVALUE OF THEIR INVESTMENT INROLLS-ROYCE.20 Rolls-Royce Global Code of Business Ethics 21 Rolls-Royce Global Code of Business Ethics

SECTION3.1RUNNING OURCOMPANYGOOD GOVERNANCESECTION3.1RUNNING OURCOMPANYGOOD GOVERNANCEWe are committed to strict compliance withthe laws and regulations that apply to ourbusiness activities around the world.Q:How do I know which laws apply to myactivity in the part of the world where I work?A:If you are in any doubt about the application orinterpretation of the law,you should contact theLegal department for advice (see p.41).Our Board of Directors is committed to thehighest standards of corporate governancein setting the company’s values and standardsand ensuring that its obligations to ourstakeholders are understood and met.Our Board maintains a rigorous system offinancial,operational and compliance controlsand a robust system of risk management.We aim to keep all our shareholders informedand to understand their concerns,whateverthe size of their shareholding.We are committed to maintaining accurateand complete business records includingall transactions between the company andoutside individuals and organisations.We are committed to the prevention anddetection of fraud and will report anysuspicion of fraudulent activity.Fraudulentactivity is a criminal offence 14 .Q:What will happen to me where I may havebreached a law in the course of doingbusiness for Rolls-Royce?A:If you have any concerns or are uncertain aboutyour action,you should seek advice from theLegal department.Criminal penalties may apply,which may be more severe if you fail to reportunlawful activity.Q:I believe that an employee may be colludingwith a supplier to defraud the company.What should I do?A:You must report the matter to your manager.However,if you judge that to be difficult orinappropriate,reports may be made throughthe confidential helpline described inChapter 6: Applying This Code or directly tothe Director of Risk or the Director of Security.Your anonymity will be respected.22 Rolls-Royce Global Code of Business Ethics23 Rolls-Royce Global Code of Business Ethics

SECTION3.2RUNNING OURCOMPANYAVOIDING CONFLICTSOF INTERESTSECTION3.2RUNNING OURCOMPANYAVOIDING CONFLICTSOF INTERESTWe avoid any relationship,influence or activitythat might impair,or even appear to impair,our ability to make objective decisions whenperforming our jobs.As employees,we do not:– Provide services (as an employee,consultant,or otherwise) to a competitor or potentialcompetitor.– Place business with a firm owned orcontrolled by an employee of Rolls-Royceor his or her family,unless written approvalhas been received beforehand.– Own,or have a substantial interest in,acompany which is or has the potential to be aRolls-Royce customer,supplier or competitor.If such a situation arises,or if we are unsureas to whether or not any conflict of interestmay have arisen,we will report it promptly tothe responsible manager and seek advice.We comply with the laws and regulations thatapply to the actual or potential employmentor engagement of former military and civiliangovernment personnel.Q:My husband works for a company thatsupplies Rolls-Royce with equipment.Sometimes I am responsible for purchasingsupplies from them.What should I do?A:Explain this to your manager,who will provideguidance or seek advice.Q:I have often dealt with military customersin the course of supplying Rolls-Royceequipment.One of them has asked meabout the possibility of employment bythe company after he leaves the military.How should I respond?A:You should not discuss the details of anyemployment opportunities without first agreeingthe position with HR.There are also conflict ofinterest regulations that must be fully andcarefully observed.Share the facts of the situationwith your manager and the Legal department.We do not engage in,encourage or facilitateinsider trading.This means that we will notuse any non-public information aboutRolls-Royce or other companies for buyingor selling shares,other securities or financialinstruments for personal gain.Neither will wepass on such information to anyone else 15 .24 Rolls-Royce Global Code of Business Ethics25 Rolls-Royce Global Code of Business Ethics

SECTION3.3RUNNING OURCOMPANYSAFEGUARDING OUR ASSETSSECTION3.3RUNNING OURCOMPANYSAFEGUARDING OUR ASSETSTechnology,information and designs are thelifeblood of Rolls-Royce,the means by whichwe remain competitive and serve the interestsof our shareholders.We keep such companyinformation in the strictest confidence and donot disclose it without proper authorisation 16 .Our customers include governments anddefence companies and our projects maytherefore be commercially sensitive and raiseissues of national security.We will not seekunnecessary or unauthorised access tomaterial and,where we have authorisation,we will comply with the relevant securityregulations.We are each responsible for the proper use ofRolls-Royce and customer property,includingelectronic communication systems,materials,facilities and equipment 8 .We use andmaintain these assets with care and respect,guarding against waste and abuse.We usethem only for company purposes unless wehave proper authorisation for other use.We will not tolerate the deliberatedownloading or circulation of illegal,offensive,obscene or inappropriate materials.Q:I have invented something in the course ofmy work with Rolls-Royce which I think isnovel and could benefit the company.Whatshould I do about it?A:You should discuss it with the IntellectualProperty department,who will advise whethera patent should be applied for.Remember thatprior disclosure of the invention to the outsideworld could result in failure to obtain a patent.Q:I am a school governor/official and wouldlike to offer some practical help,possiblyincluding the loan of company equipment,to encourage the study of engineering in theschool.Could this be arranged?A:It is Rolls-Royce policy to support such activitywhere appropriate.However,the prior agreementof the company is needed before any companyequipment is loaned.You should raise the matterwith your HR department who can advise you.Q:I have been allocated a company laptopcomputer for company use whilst I am out ofthe office.Are there any restrictions on my useof it to access the internet at home and in myown time?A:The time spent is your own and therefore youmay access the internet using a companylaptop.However,accessing illegal,offensive orinappropriate sites remains unacceptable.Also,given that there is a cost to the company arisingfrom use of the laptop,any non-business useshould be of a reasonable duration.26 Rolls-Royce Global Code of Business Ethics27 Rolls-Royce Global Code of Business Ethics

SECTION3.4RUNNING OURCOMPANYSUSTAINING OUR REPUTATIONSECTION3.4RUNNING OURCOMPANYSUSTAINING OUR REPUTATIONOur reputation is a key asset and we mustbehave at all times in a manner that reflectswell on the company.Integrity,Reliability andInnovation are the core values of our company.We enhance our reputation by being seen bythe world at large as living up to these valuesand abiding by all the provisions of this Code.We deal straightforwardly with the media andensure that nothing is said that is intentionallyinaccurate or misleading.We are proud of the Rolls-Royce brand andwe ensure that association with unauthorisedactivities does not devalue it.Q:What should I do if I get a phone call froma journalist asking questions about thecompany’s position on a particular issue?A:Unless you have been specifically cleared todiscuss the issue,you should politely refer thejournalist to the Corporate Communicationsdepartment.Q:What should I do if one of my customers orsuppliers wants to use the Rolls-Royce logo?A:The Rolls-Royce logo is a valuable strategicasset for the company.There are specific brandguidelines and all such requests should beaddressed to the Corporate Communicationsdepartment.28 Rolls-Royce Global Code of Business Ethics29 Rolls-Royce Global Code of Business Ethics

4.04.0OURPROTECTING OURENVIRONMENTVISION IS TO BE KNOWN FOR THEEXCELLENCE OF OUR HEALTH,SAFETYAND ENVIRONMENTAL PERFORMANCE.WE HAVE DEVELOPED A STRATEGYWITH THE OBJECTIVE OF DELIVERINGWORLD-CLASS PERFORMANCE LEVELS.(SEE ALSO CHAPTER 1.2 ON HEALTHYAND SAFE WORKING).30 Rolls-Royce Global Code of Business Ethics 31 Rolls-Royce Global Code of Business Ethics

SECTION4.1PROTECTING OURENVIRONMENTPROTECTING OUR ENVIRONMENTSECTION4.1PROTECTING OURENVIRONMENTPROTECTING OUR ENVIRONMENTWe care for the environment through ourcommitment to the good practice describedin the Rolls-Royce Health,Safety & EnvironmentManagement System 2 .Q:What do I do if I believe that the business inwhich I am working is in breach of nationalenvironmental legislation?A:As a company we are committed to obeyingthe law.You should raise the matter with yourmanager or the Director,Health,Safety and theEnvironment.We are committed to improving the efficiencyand environmental performance of ourproducts and to achieve this,we investsignificant sums in research into newtechnologies and the development ofimproved products.We aim to reduce theenvironmental impact of the whole life cycleof our products,including raw materialextraction,manufacturing,assembly,testing,in-service maintenance and final disposal.We work with others in the industries in whichwe operate to address sustainability issues.We seek continual improvement in all ouroperations by implementing our Health,Safety & Environment Management System 2and related standards.All new activities areassessed for their environmental impact andtheir health and safety implications.We pursueimprovement targets in such areas as energyand waste reduction,and recycling.Ourreporting on Health,Safety & Environmentmatters,including our progress againstdeclared targets,is independently assured andwe provide public reports on an annual basis.Q:I am sometimes asked what Rolls-Royce isdoing to reduce the environmental impact ofaircraft.How do I answer?A:If it is a question from a friend or family member,you can refer to the priority we are giving toinvesting in research and technology whichis directed at improving the environmentalperformance of our products.We are alsodeveloping low carbon technologies,includingalternative energy sources.You can seek moredetailed guidance from the Health,Safety &Environment department or at:http://www.infocentre.rolls-royce.com/environment.If,however,you receive a formalenquiry from the media,you should refer it tothe Corporate Communications department.32 Rolls-Royce Global Code of Business Ethics33 Rolls-Royce Global Code of Business Ethics

5.05.0WEWORKING WITHINOUR COMMUNITIESHAVE A FIRM AND LONG-STANDINGCOMMITMENT TO THE COMMUNITIESIN WHICH WE LIVE AND WORK.OUR DUTY OF CARE TO OUR NEIGHBOURSIS LINKED TO OUR OPERATIONALBUSINESS OBJECTIVES AND IS ANINTEGRAL PART OF OUR APPROACH TOCORPORATE RESPONSIBILITY.34 Rolls-Royce Global Code of Business Ethics 35 Rolls-Royce Global Code of Business Ethics

SECTION5.1WORKING WITHINOUR COMMUNITIESWORKING WITHIN OUR COMMUNITIESSECTION5.1WORKING WITHINOUR COMMUNITIESWORKING WITHIN OUR COMMUNITIESWe respect the traditions and cultures of eachcountry in which we operate and seek to begood corporate citizens.Q:What if complying with this company codebreaks local law?A:You must always comply with local law.If youare concerned about any conflict,speak toyour manager or seek advice from the Legaldepartment.We actively encourage our businesses andindividual employees to support localcommunities in the areas in which we operate,particularly in education,the arts,theenvironment and community development.We listen carefully to any communitycomplaints and meet with local representativesto understand their concerns.We makecontinual efforts to seek to address andremove these concerns.Charitable donations are an integral part ofour community involvement.We direct thissupport primarily to causes with educational,engineering and scientific objectives,as wellas to social objectives connected with ourbusiness and place in the wider communityWe do not,as a company,participate in partypolitics or make political donations.We may,however,support our employees if they wishto become involved in civic affairs.Q:Will the company support me in workingfor voluntary organisations such as schoolcommittees or community groups?A:Yes.However,company time or resources mustonly be used after permission has been granted.Q:As a Rolls-Royce employee,may I stand forpolitical office?A:Yes,providing you are not using the Rolls-Roycename,time or resources,or attributing your viewsto the company.Any activity during companytime must be properly authorised.Q:If a member of the community approachesme with a complaint,what should I do?A:Always treat it politely and seriously and reportthe complaint to your manager,who will take therequired action or seek further guidance.36 Rolls-Royce Global Code of Business Ethics37 Rolls-Royce Global Code of Business Ethics

6.06.0THEAPPLYING THIS CODECHAIRMAN AND THE CHIEFEXECUTIVE HAVE WRITTEN THEFOREWORD TO THIS CODE.THE BOARDOF THE COMPANY IS FULLY COMMITTEDTO THE IMPLEMENTATION OF THE CODE,TO PROVIDING FULL SUPPORT TOALL EMPLOYEES IN UPHOLDING ITSPRINCIPLES AND TO DEALING WITHANY UNETHICAL BEHAVIOUR.38 Rolls-Royce Global Code of Business Ethics 39 Rolls-Royce Global Code of Business Ethics

SECTION6.1APPLYINGTHIS CODEPROMOTING ETHICAL BEHAVIOURSECTION6.2APPLYINGTHIS CODESEEKING HELPA group of senior executives,comprisingthe Director of Human Resources,Directorof Public Affairs,General Counsel,CompanySecretary,Director of Risk and Director ofSecurity is accountable to the Main Board forkeeping the company’s ethical performanceunder constant review and taking anynecessary action.Likewise,Rolls-Royce North America has aCorporate Compliance Council,comprisingthe Vice President Security,Vice PresidentHuman Resources,Director Business Assurance,General Counsel and the Ethics Programmanager.The Council meets regularly toreview ethical concerns as well as ethicstraining,reporting and response activitiesin North America.Never hesitate to seek guidance on matters ofethics and business conduct.First,talk to yoursupervisor or manager,if you can.If you don’tfeel comfortable with this,then there are otherpeople in the company who have knowledgeand experience of ethical matters and whocan help you,for example:CommunicationCommunityRelationsFinanceHealth,Safetyand EnvironmentYour CommunicationsdepartmentThe Head ofCommunity RelationsYour Finance departmentYour HS&E Advisoror the Director,HS&EHR and employment Your HR departmentTraining programmes are being progressivelyprovided for employees throughoutRolls-Royce to increase awareness in theissues covered by this Code.In Rolls-RoyceNorth America,Local Ethics Officers (LEOs)have been appointed who,in addition totheir normal jobs,have the training andexperience necessary to provide localguidance and support.Besides offeringadvice,LEOs often work with subject matterexperts to oversee formal investigationsinto reported unethical behaviour.LegalOccupationalHealthSuspected criminalbehaviour andfraudulent activityYour Legal departmentYour OccupationalHealth departmentThe Director of Security40 Rolls-Royce Global Code of Business Ethics41 Rolls-Royce Global Code of Business Ethics

SECTION6.3APPLYINGTHIS CODEROLLS-ROYCE GLOBAL POLICIESSECTION6.4APPLYINGTHIS CODEDEALING WITH UNETHICAL BEHAVIOURThese policies provide more details on theethical issues covered by this Code and arecross-referenced in the text.1.0 WORKING TOGETHER1 Diversity and Equality of Opportunity2 Health,Safety & Environment3 Occupational Health Strategy4 Alcohol and Drug Abuse5 No Smoking at Work6 Employee Development7 Human rights8 IT policy2.0 CONDUCTING OUR BUSINESS9 Competition Compliance10 Company policy on Export Control11 Appointment of Advisors,Consultants andRepresentatives12 Supplier Code of Conduct13 Supplier Health,Safety & Environment3.0 RUNNING OUR COMPANY8 IT policy14 Fraud15 Financial Services Authority Model Code16 Intellectual Property4.0 PROTECTING OUR ENVIRONMENT2 Health,Safety & EnvironmentIf you think you have seen or experiencedunethical behaviour,you should do somethingabout it.Start by discussing it with yoursupervisor or manager.He or she is responsiblefor taking action to correct anything thatmay be wrong.However,if you feel unable oruncomfortable using the normal reportingchannels,you may consult one of the othersources of advice listed on p.41 and p.42.If you prefer,you may write to the Rolls-RoyceCompany Secretary.In addition,Rolls-Royce is progressivelyintroducing an ethics reporting line to enableyou to talk in confidence to someone outsideyour immediate business unit if you suspectthat the law or our Code may have beenbroken.This facility already exists in NorthAmerica and is known as the Ethics Helplineand will be known elsewhere as the EthicsReporting Line.This facility is being extendedto other parts of the world,where it ispermissible within local law.Companiesthat specialise in providing an independent,confidential telephone answering serviceoperate these facilitiesA member of their staff will take your call andlisten to your concern.They will then makea report to the company.They will also giveyou a call reference number so that you cancontact them again to find out what is beingdone.Giving your name will help in followingup the concern quickly.Your details willremain confidential and be known only tothose specifically involved in investigatingyour concern.However,if you request thatyour call be dealt with on an anonymous basisyour wish will be respected.Continued on the following page.42 Rolls-Royce Global Code of Business Ethics43 Rolls-Royce Global Code of Business Ethics

SECTION6.4APPLYINGTHIS CODEDEALING WITH UNETHICAL BEHAVIOURCONTINUEDThe information you provide will be givento the Rolls-Royce Director of Security or,inNorth America,the Vice President,Security,who is independent of the business structureand will deal with issues impartially and instrict confidence.In some cases he mayneed advice or information from othersenior executives in order to complete hisinvestigations.Cases may also be brought tothe attention of the group of directors whoreview the company’s ethical performance.The Board wants you to take an ethicalapproach to your work for Rolls-Royce andwill protect your position and maintain theintegrity of the reporting process.Anyonewho tries to undermine this commitment,or deliberately gives false information,can expect to be disciplined,which mayinclude action up to and including dismissal.© Rolls-Royce plc 2007Whilst this information is given in good faith, based on the latestinformation available to Rolls-Royce plc no warranty or representationis given concerning such information, which must not be taken asestablishing any contractual or other commitment binding uponRolls-Royce plc or any of its subsidiary or associated companies.March 200744 Rolls-Royce Global Code of Business EthicsDesigned by SampsonMayPrinted by St Ives Westerham

Rolls-Royce plc65 Buckingham GateLondon SW1E 6ATEnglandwww.rolls-royce.com