The value of integrity Code of Business Ethics Chief Executive’s message ........................................ 02 Gifts and hospitality ..................................................... 50 President's message .................................................. 04 Fair competition ........................................................... 54 Commitment to our values ....................................... 06 Trade controls ............................................................... 59 Working with our code ............................................. 10 Working with company assets ................................. 62 Our responsibilities ....................................................... 14 Physical assets and company funds ............................... 64 Getting help and advice and speaking up ..................... 16 Accuracy in business records and representations ......... 66 Disciplinary action ........................................................ 18 Intellectual property ..................................................... 68 Addressing concerns and non retaliation ...................... 19 Working with information ....................................... 70 Certification ................................................................. 20 Confidential and proprietary information ...................... 72 The Spectris Decisions Guide ........................................ 21 Inside information and share dealing ............................ 74 Working together ...................................................... 26 External communications .............................................. 76 Fair employment and diversity ...................................... 28 Personal information .................................................... 79 Respect for one another ............................................... 30 Information technology systems ................................... 81 Health, safety and wellbeing at work ............................ 32 Working within our communities ............................ 83 Human rights ............................................................... 34 Charitable and community activities ............................. 85 Conflicts of interests ..................................................... 36 Political contributions or activities ................................. 87 Working with partners and other stakeholders ..... 38 Respect for the environment ........................................ 88 Product quality and safety ............................................ 40 How to get involved ................................................. 90 Working with third parties ............................................ 42 Policies, further guidance and Our suppliers ................................................................ 45 contact information .................................................. 91 Anti-bribery and corruption .......................................... 47 Spectris Hotline ......................................................... 92 01 CONTENTS Chief Executive’s message Dear Colleagues, In order to achieve our goals, we must commit to and operate according to our values and first among these is At Spectris, we have a number of long-term objectives: absolute integrity. A culture founded on integrity is key to achieving our strategic aspirations and creating a business » to be the owner of choice for productivity-enhancing environment where we can all be proud of what we do. businesses Lack of integrity and the resulting unethical behavior will » to deliver superior value over the long term for our do the opposite – harming our company and the customers and shareholders communities in which we work. » to create a performance-driven culture across all of our operating companies and become leaders in our chosen Our values are represented in this Code of Business Ethics. markets You have told us through your Ethics Officers what you » to be a company that we are proud to work for, where want to see reflected in this Code. Your contribution to our we feel valued, motivated and capable of reaching our engagement process demonstrates that you recognize the full potential. value of integrity in all our business dealings and shows your dedication to being responsible, ethical Spectris people. I am proud of your collective commitment. 02 CHIEF EXECUTIVE’S MESSAGE Your Code sets out the principles and expected standards of behavior which we must follow. However, the Code cannot cover every situation or dilemma that you will face as an employee so you should seek additional guidance if you are unclear about an issue. We want to be a successful company but how we achieve our success is also extremely important to all of us. Our success needs to be based on a true commitment to our values. John O’Higgins 03 CHIEF EXECUTIVE’S MESSAGE President's message Dear Colleagues, becoming a truly global organization. We will be aggressively pursuing new market development opportunities, expanding Over the past twenty plus years, the employees and Founders our presence in international markets and acquiring of ESG have been incredibly successful in building a culture companies in strategically identified market areas. As we and environment where unsurpassed innovation and move through this next phase, we will not necessarily know technical know-how, passion to meet and exceed our client’s all ESG employees in North America, China, the Middle East, objectives and an entrepreneurial drive focused on market Europe or Latin America and it may take time to adapt to the opportunity have all come together to help create a terrific culture of a company that ESG may have recently acquired. platform of success. A key ingredient in this success has been The same foundation of success in innovation, customer the commitment of our employees to work hard, to learn focus and entrepreneurial drive that ESG was built upon will from each other and to trust in ourselves to make the right continue, but we may be challenged to find that common decision for our clients, our partners, our suppliers and for thread of ESG language and culture. ESG. For most of our history, we were a small company, in the early stages of our growth cycle. We all knew each other Our opportunity to develop a platform to connect and and we understood the common thread of ESG language support all ESG employees going forward draws from the and culture. Spectris Group Values, particularly the underlying commitment to Absolute Integrity and Code of Business With the acquisition of ESG by Spectris we are embarking on Ethics. We are and will be bound by a sense for doing the a new and exciting growth phase and are on track to right thing, treating people with mutual respect, taking 04 PRESIDENT'S MESSAGE personal responsibility for our actions and our commitments to each other, our clients, our suppliers and our shareholders. Our collective success is based on our collective actions. Our actions when based on a foundation of integrity ensure that we are aligned as employees, with our clients, partners and suppliers. Your commitment to the Spectris Group Values and, specifically, the Absolute Integrity and Code of Business Ethics will help guide you in your everyday decision making. But we are all human and we are imperfect. So please, if you find yourself in situations of ethical uncertainty, ask for help and for guidance… ask your manager, ask your Ethics Officer and please, do not hesitate to reach out and ask me. Ken Arnold 05 PRESIDENT'S MESSAGE Commitment to our values 06 Commitment to our values Our values and what they mean to us underpin the way we We are committed to: work, guide our decision making and shape our culture. Absolute Integrity » always acting with honesty and transparency in all that we do » doing the right thing even if it means losing business » keeping our promises and commitments » treating our people and business partners with fairness and respect. 07 COMMITMENT TO OUR VALUES Empowerment Customer Focus » creating an entrepreneurial culture where people can » partnering with our customers to enhance their take initiative and succeed productivity and performance » challenging our people to grow and reach their highest » listening to customer challenges and actively potential individually and collectively anticipating their future requirements » trusting our people to take personal ownership and » delivering on our commitments to meet customer accountability and learn from their experiences. needs. 08 COMMITMENT TO OUR VALUES Restless Innovation High Performance » continuously improving products, services and business » delivering strong and sustainable value for our processes shareholders » constantly finding ways to enhance personal, customer » performing to the highest standards against the and product performance to create maximum value commitments we make internally to one another and » challenging the status quo. externally to our customers » developing resilient businesses that are best in class » acting with urgency without compromising quality, safety, the environment and our integrity. 09 COMMITMENT TO OUR VALUES Working with our code 10 Working with our code Our Group operating philosophy means that our However, at Spectris, we are united in our commitment operating companies are trusted and empowered to to absolute integrity which underpins our operating manage their businesses independently and philosophy and our diversity in business and people. Our entrepreneurially. ethical values are shared