CODE OF BUSINESS CONDUCT 1 CONTENTS CEO Message 3 Doing What’s Right 4 Our Vision, Values & Behaviours 6 Safety, Health and Environmental Protection 7 Conducting Business Globally 8 Business Relationships 12 Getting Help 18 2 CHIEF EXECUTIVE OFFICER MESSAGE We have a well-deserved reputation proactivity, inclusivity, customer focus, founded on trust, integrity and of “doing development, leadership, accountability the right thing”; our success depends and acting ethically at all times. upon our reputation. To protect that The Code can’t cover every eventuality or reputation and help us ensure that we challenge you may face but it’s a resource conduct business fairly and honestly, for you to use when you need guidance we’ve adopted global standards. to help you to make an informed decision. Our Code of Business Conduct or Code, If you are ever unsure of what to do is the centrepiece of our commitment to or need additional guidance, ask your ensure every Cobham employee conducts supervisor, manager or Human Resources business to the highest standards of representative. If you’re uncomfortable business ethics. doing that, use the Helpline to ask your question or to raise an issue. The Code sets out how we can achieve our Vision by embracing our SPIRIT The global business environment in values which capture the pioneering which we operate grows ever tougher attitude that began the Cobham and presents us with unprecedented story and take pride in everything we challenges. Some things though remain achieve together. Our SPIRIT values are clear and constant, Cobham maintains a underpinned by the behaviours we expect zero tolerance policy towards any kind from all our employees: teamwork, of bribery or corruption. Our culture of acting ethically and with integrity at all times, helps our business and reputation thrive, protecting our shareholders, stakeholders and our employees. David Lockwood Chief Executive Officer THE COBHAM VISION Working together to be a leading global Technology and Services innovator, respected for providing solutions to the most challenging problems. 3 DOING WHAT’S RIGHT The Code of Business Conduct or Code, is applicable to all officers, directors WHAT’S EXPECTED and employees of Cobham plc and its subsidiaries worldwide. It sets out the core principles and What’s expected of Employees expectations governing the behaviour of all employees. It is also a resource for REMEMBER you to use whenever you need guidance or if you encounter a difficult or uncomfortable work situation. The Code can help you make an informed decision or describe what actions you can take. Read and understand your obligations Never alter or destroy any documents We must all comply fully with relevant under this Code. or electronic records in response to litigation, an investigation or an audit. laws and regulatory requirements and Understand and follow the laws and applicable codes in the countries in which Remember regulations that are applicable to your Be truthful and not lie when responding we operate and strive to conduct our role. to an investigation or audit. affairs according to the highest ethical You are responsible for your standards. Compliance with this Code own actions Respect your colleagues at every Notify Corporate Legal if you learn requires Cobham to conduct business level, champion diversity, embrace that a government agency or anyone Keep asking until you are as a good corporate citizen. The Code individuality and listen when others else is conducting an investigation or is comfortable with the answer requires a high degree of integrity in speak. making any inquiries about a suspected violation of law. all interactions, with each other and all Complete all your training that is our key stakeholders (i.e. shareholders, provided by Cobham in a timely Report a violation or suspected employees, customers, suppliers, local manner. violation of this Code, and Cobham communities, government at all levels, policy, violation of law or other alleged Fully co-operate with any internal and the general public). misconduct, whether by employees, investigations or courts. Never discuss customers, contractors, partners or You cannot justify or be excused from Ethics must begin details of the internal investigation with the consequences of an action which “ suppliers. at the top of an institution. others without specific permission from is prohibited by Cobham because you the internal investigator or Corporate If you are ever unsure what to do, were ordered to perform the action It is a leadership issue and the Chief Executive must Legal. If requested by Cobham, you ask your Supervisor, Manager, Human by someone higher in authority. No are required to co-operate with an Resources or contact the Helpline for set the example. employee is ever authorised by Cobham ” investigation by a government agency. advice. Speak Out! to direct another employer to commit a Edward Hennessy, Former prohibited act. Chief Justice, Massachusetts Supreme Judicial Court 4 DOING WHAT’S RIGHT You are responsible for your own actions. You must acquaint yourself with the legal standards and restrictions What is additionally expected of managers? applicable to your assigned duties and responsibilities, and conduct yourself “Leadership” – we embrace our vision Maintain a workplace free of Ensure any ethical issue raised directly accordingly. Remember that compliance and values, execute our strategy, lead harassment and discrimination. with you is treated confidentially and with the letter of the law is not enough by example and deliver on expectations: sensitively and dealt with appropriately, and that we must strive to act in Allow employees time to complete Lead by example, walk the walk, don’t including escalating it to the most accordance with its spirit too. assigned training. just talk the talk. Cultivate a workplace appropriate company resource. Ensure that any working relationship In a business situation, if you are ever environment that embraces our SPIRIT Allow employees time to co-operate does not create, or give the appearance unsure about what the right thing to do values. with internal investigations. is, don’t take immediate action, step back of favouritism and all actions are based Maintain a workplace environment that and consider these questions: strictly on job performance. encourages frank and open discussions. Is it Legal? Is it in line with our values and behaviours? Does it comply with our Code and What are the consequences of violating our Code? Corporate Framework policies and NO RETALIATION policy requirements? Failure to comply with any provision of this Code is a serious violation and may Cobham does not tolerate retaliation. What would my family, friends, result in disciplinary action, up to and Because Cobham wants employees manager, colleagues think about my including termination of employment. to “Speak Out” and to share or report decision? Such consequences may not only apply concerns or issues in good faith, we do Would you feel comfortable if you read to employees who commit misconduct, not tolerate any form of adverse action about your actions in a newspaper? but also to those who condone it or fail for speaking out. You do not have to be correct in raising a concern or issue, Integrity is doing the right If you hesitate when answering or your to report it. “ but you do have to believe what you’re thing, even when no one is answer to any of these questions is “no”, Cobham has a zero tolerance policy raising and the information you provide then don’t do it. If you still have doubts watching ” with regard to any retaliation against has to be complete, accurate and truthful then ask your Supervisor, Manager, any employee who reports a concern in to be raised in “good faith”. C.S. Lewis, Writer and Human Resources, or use the Helpline to good faith. Scholar ask your question or to raise an issue. This version of the Code replaces any previous versions issued and applies worldwide. 5 OUR VISION, VALUES AND BEHAVIOURS Our vision is working together to be a leading Global Our SPIRIT values define our culture and demonstrate Technology and Services innovator, respected for providing the key principles to be promoted and fostered in solutions to the most challenging problems. everything we do. Safety Performance Innovation Relationships Integrity Trust Provide a safe Consistently deliver Create an environment Develop trusted Act ethically in all that Be open, transparent, workplace for our and seek to exceed to encourage new interpersonal and we do, not only in we say what we’ll do people, ensure the expectations while ideas, regardless of customer relationships compliance with the and do what we say. safety of the products improving what we do where they come from by listening, laws and regulations and services we and how we do it. and have the courage appreciating diversity, that govern us, but provide and take care to try, fail, learn and striving to understand, also in the spirit of of the environment we then succeed. being inclusive and ethical behaviour and live in. delivering on our doing what is right. commitments. The expected behaviours set out in the Code of teamwork, proactivity, inclusivity, customer focus, development, leadership, accountability and acting ethically at all times, underpin our SPIRIT values. 6 SAFETY, HEALTH AND ENVIRONMENT PROTECTION Safety – Provide a safe workplace for our people, ensure the safety of the products and services we provide and Workplace Violence / Weapons take care of the environment we live in. Any kind of hostile, violent, intimidating, You may not bring, possess or use any Cobham is committed to striving towards threatening or other aggressive conduct weapon, component of a weapon or Zero Harm i.e. continuously reducing in the workplace has no place in Cobham anything that resembles a weapon or that accidents, injuries, ill-health and the and will not be tolerated.