NATIONAL GRID PLC GROUP POLICY STATEMENT
REQUIREMENT FOR WRITTEN CODES OF ETHICS FOR EMPLOYEES
(Incorporating Whistleblower Protection)
1. Objective
1.1 The reputation of National Grid plc for ethical and lawful business behaviour
is indispensable and is one of our greatest assets. To ensure that we can
continue to deliver value to our shareholders and contribute to the economic
growth of the countries in which we operate, National Grid employees must:
• comply with the laws and regulations of all countries in which we operate in respect
of the lawful and ethical conduct of business
• act with honesty and integrity at all times
• respect customers, suppliers and other stakeholders by conducting our
business in a professional and ethical manner
• take appropriate action if they become aware of any practices being
carried out that are contrary to the above
1.2 This policy prescribes the standards and behaviours in respect of ethical and
lawful conduct which the Board requires to be observed throughout National
Grid at all times, and sets out guidance on implementation. It places on all
businesses within National Grid, a requirement to prepare and distribute a
written code of ethics for all employees, for the purpose of:
• providing a framework for the logical analysis and resolution of ethical
dilemmas likely to be encountered by individual employees in the course
of their day-to-day business activities
• notifying employees that ethical and lawful decision-making is mandatory
• protecting the reputation of National Grid by demonstrating to regulators
and other external observers that we have taken all reasonable steps to
promote and support ethical and lawful conduct on the part of employees
1.3 The standards National Grid sets itself can only be achieved and maintained
through the conduct of our employees. It is the obligation of all employees to
conduct themselves in a manner to ensure the maintenance of these
standards and, if necessary, to draw attention to any malpractice or unlawful
conduct which they suspect is taking place in connection with their work so
that it can be investigated and addressed.
1.4 This policy also seeks to ensure the availability of a process which is
accessible to all employees whereby they can raise genuine concerns in the
knowledge that they will not face harassment or victimisation as a result.
1.5 The key statutory requirements relevant to this policy are the whistleblower
protection provisions of the Public Interest Disclosure Act 1998, Employment Rights
Act 1996 and the US Corporate and Criminal Fraud and Accountability Act of 2002
(the "Sarbanes-Oxley" Act).
2. Scope
2.1 This policy applies to all businesses within National Grid. For Associate
Companies and Joint Ventures, National Grid will seek to promote the
adoption of policies consistent with the principles set out in this document.
3. Policy Framework
a) Requirement for written codes of ethics
3.1 All businesses within National Grid must prepare and distribute to all
employees a written code of ethics. As far as reasonably practical,
businesses must ensure that the codes of ethics adopted are consistent
across the whole of National Grid.
3.2 Where appropriate, the code of ethics may be incorporated within standards
of conduct, employee handbook or equivalent document, provided that
specific attention is drawn to individual employee’s obligations in respect of
ethical and lawful conduct.
3.3 Paragraphs 3.4 to 3.12 below set out the minimum requirements in respect of
ethical and lawful business conduct which must be included. Where
appropriate, additional requirements may be adopted. Also, each business
may have regard to its own operating environment in determining the format
and means of distribution of its code of ethics and in establishing internal
arrangements for securing from employees declarations of interest or other
disclosures.
b) Mandatory content of written codes of ethics
(i) Compliance with laws and regulations
3.4 The code of ethics shall state that National Grid is committed to compliance
with the applicable laws and regulations of the countries in which we operate.
As a minimum, each code of ethics shall draw the attention of employees to
their personal responsibilities for complying with the policies and procedures
adopted by their employing company and in particular for:
• safeguarding their own health and safety, and the health and safety of
colleagues and the general public
• protecting the environment through their actions and behaviours
• ensuring fair competition in the marketplace
• behaving with respect for colleagues and others, in particular by refusing
to tolerate unlawful discrimination, harassment or bullying based on race,
religion, colour, sex, sexual orientation, age, national origin, disability,
marital status or military status.
(ii) Confidentiality and integrity of company information
3.5 The code of ethics shall draw the attention of employees to their personal
responsibilities for safeguarding assets, including accounting records and
other forms of written or computerised information. Each code of ethics shall
state that compliance with National Grid’s accounting and internal control
procedures is essential and that the following are expressly prohibited:
• deliberately or recklessly making, or causing someone else to make,
false, misleading or incomplete entries in any company account, expense
statement, purchase order or other record
• deliberately or recklessly omitting, or causing someone else to omit, any
material information required to ensure that a company account, expense
statement, purchase order or other record is accurate and not misleading
• altering, hiding or destroying, or causing someone else to alter, hide or
destroy, any information in an attempt to produce false or misleading
records or reports or to impede an internal or external investigation
• interfering, or causing someone else to interfere, with the performance of
an internal or external audit
• attempting, or causing someone else to attempt, to influence an audit for
the purpose of rendering the company's financial accounts or other
records materially misleading.
(iii) Potential conflicts of interest
3.6 The code of ethics for each business shall state that it is the duty of individual
employees to avoid conflicts of interest and ensure that their outside activities
or personal or family interests do not impair their ability to undertake their
work effectively.
3.7 In this context, each code of ethics shall draw attention to unacceptable
conflicts of interest and which are therefore prohibited, including:
• the exploitation for personal gain of any business opportunity of which an
employee has become aware through use of the company's property or
information and in which the company has a proprietary interest, including
a reasonable prospect of pursuing the opportunity on its own account
• the acceptance or solicitation of any gift which is, or might be seen as, a
reward or inducement for showing favour in connection with any business
of the company
• the offer of any gift, other than of trifling or nominal value, to anyone
employed by an outside business, supplier or organisation with which the
business has, or might have, a relationship.
3.8 Each code of ethics shall also draw attention to situations or actions which
may potentially involve an unacceptable conflict of interest and on which
employees may therefore be recommended to declare their interest or
otherwise seek approval or advice e.g.:
• a personal or family interest, of a magnitude which is material to the
employee and/or to the other party involved, in any company or other
entity with which the company has or may have a business relationship
• secondary employment (including a directorship of any company or entity)
or any other external activity which might conflict with the interests of
National Grid or any of its businesses or otherwise interfere with the
discharge of the employee's responsibility to National Grid or any of its
businesses
• the acceptance and offer of business hospitality, including meals and
entertainment, where these are of significant or disproportionate value.
(iv) Personal share dealings
3.9 Each code of ethics shall draw the attention of employees to their personal
responsibilities as described in the Group's policy for the Protection and
Disclosure of Inside Information and shall make clear that the disclosure or
other use by an employee of "inside" information concerning National Grid,
any of its businesses or Associated Companies or any other company which
has not been publicly announced is strictly prohibited.
3.10 Each code of ethics shall in addition draw attention to the limitations, as
described in National Grid's Share Dealing Code, on the ability of directors,
certain employees and persons connected with them to deal in the shares or
other investment instruments of National Grid or of any of its subsidiary or
Associated Companies.
(v) Payments to public officials
3.11 Each code of ethics shall draw the attention of employees to their personal
responsibilities as described in the Group policy statement on Anti-Fraud and
Bribery and shall state that the following are expressly prohibited:
• offering, promising, paying or authorising the payment, directly or
indirectly, of anything of value (for example a bribe or kickback).
• payments including “facilitating" or "expediting” payments to others in
order to secure prompt or proper performance of routine duties;
• the use of subcontracts, purchase orders or consulting agreements either
as a means of channelling payments, or otherwise rewarding such
persons or their relatives or business associates;
c) Availability of advice for employees on ethical decision-making
3.12 In support of this policy, National Grid and its businesses must take
necessary and appropriate steps to:
• make all employees aware of their personal responsibilities and the need
to adhere strictly and at all times to this policy
• provide information to all employees on their access to guidance if they
have any question or uncertainty regarding these requirements
• provide information to all employees on the procedures available to them
to report any breach or suspected breach of this policy
d) Whistleblowing Procedures
3.13 Individual businesses within National Grid must each put in place
arrangements, supported by a detailed Whistleblowing procedure, to enable it
to deliver the outcomes required by the Board.
3.14 Whistleblowing procedures must ensure that:
• employees are able to raise anonymously and with an independent party
(that is, a party which has no interests to defend in the concern being
raised) concerns about actual or suspected malpractices
• all such concerns are investigated promptly and impartially and that any
employee who raises a genuine concern is protected from retaliation in the
form of demotion, penalty or other adverse consequences provided that
they have not been personally involved in any wrongdoing
• insensitivity to or disregard of the principles set out in this policy may be
grounds for disciplinary action, up to and including termination of
employment.
3.15 Employees should be made aware of their personal responsibilities and be
encouraged to use the Whistleblowing procedure to report actual or
suspected malpractices.
3.16 Clear procedures must be established and responsibilities assigned for the
prompt investigation and resolution of whistleblower reports in a manner
appropriate to the nature and seriousness of the report.
3.17 If an employee comes forward and uses the Whistleblower
procedure, it is expected that
• They have a reasonable belief that there has been a wrongdoing
• They provide full details of the facts, as they are aware of them
• They fully disclose any personal involvement in the wrongdoing
3.18 In return, that person will receive from National Grid
• Availability of an external helpline to allow issues to be raised
anonymously, if required
• Assurance that the facts will be investigated fairly, thoroughly and promptly
• Assurance that they will not be subject to any reprisals or retaliation of any
kind. However National Grid reserves the right to take disciplinary action if
they have themselves acted unethically or acted to avoid personal detection
• Assurance that the matter will be dealt with confidentially and their identity
protected (if requested), unless National Grid is required by law to disclose their
identity
• If practicable, prior notification should National Grid be required by law to disclose
their identity
3.19 The Group General Counsel and Company Secretary must be notified at least
quarterly of all reports alleging serious malpractice or unlawful conduct and of
the way in which such reports have been investigated and resolved.
4. Related Group Policies and Other Documents
• Anti-Fraud & Bribery Policy
• Share Dealing code
• Framework for Responsible Business
• All other Group policy statements & procedures
• Terms of Reference of the National Grid Audit Committee
5. Key Contacts
Procedure Owner Group General Counsel and Company Secretary (Alison Kay)
Procedure Leads Global Head of Ethics and Compliance (Damien Walsh)
First Point of Contact Global Head of Ethics and Compliance (Damien Walsh)
6. Monitoring and Compliance
6.1 The Group General Counsel and Company Secretary will review compliance
with this policy statement annually. Any changes needed to ensure its
effectiveness will be drawn to the attention of the Board’s Audit Committee
and to the Board itself.
6.2 The Group General Counsel and Company Secretary will report bi-annually to
the Executive Committee and Audit Committee an analysis of the cases referred via
the Whistleblower procedure and identify on an ongoing basis ways to further
improve the process to ensure that every case is treat consistently and fairly.
6.3 Each business within National Grid will ensure that it has the necessary
arrangements in place to monitor and report compliance against this policy on
an annual basis. Each Associate Company will be encouraged to put in place
similar arrangements to enable compliance to be reported on an annual
basis.
7. Definitions
Associate Company: A company where between 20% and 50% of the equity share
capital is owned by a National Grid company or companies.
Employee: Any full-or part-time director, officer, manager and employee of National
Grid or a subsidiary company, whether unionised or non-unionised.
Joint Venture: A commercial undertaking entered into by two or more parties (one
being a National Grid company), by setting up a separate company in which all
partners generally have equal shares.
Whistleblowing: An act whereby an employee raises a genuine concern about
malpractice or unlawful or unethical conduct which they suspect is taking place at
work.
8. TIMING
• Date procedure came in to effect December 2006
• Date procedure was last updated September 2014
• Date procedure will next be reviewed September 2015