it s in our hands The Invensys Code of Conduct

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The Invensys Code of Conduct

it’s in our hands

As of July 1, 2014, all references to the Invensys Helpline throughout the Code of Conduct are replaced by the Schneider Electric R&ED Line. The call in numbers for the R&ED Line can be found at http://www.secure.schneider-electric-redline.ethicspoint.com.

The Invensys Helpline mailing address and site link currently in the Code of Conduct will no longer be valid.

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Code of Conduct

Message from the ceo

Dear colleague,

Invensys is a business to be proud of, and it is in our hands to keep it that way.

The future of Invensys depends on us and the values we express through our actions. Its success depends on our innovation and agility. Its reputation is upheld by our courage and integrity. In return, its respect for meritocracy gives us confidence that our work will be recognised and rewarded fairly.

In every part of the world, we face different challenges and different expectations. Our new Code of Conduct provides us all with a single universal standard of behaviour – reminding us who we are, how to behave and what to expect in return.

Please take the time to read the Code and pay special attention to the parts that affect your day-to-day

activities. Each of us must take personal responsibility for respecting the Code, or we risk letting ourselves and each other down. We could also cause serious financial and reputational damage for Invensys.

The only way to be sure we are doing the right thing is if all of us – in every Invensys business and in every part of the world – live up to the Code. It’s in our hands.

Yours,

Wayne edmunds Chief Executive Officer

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baCk TO CONTENTs 3 Code of Conduct

It’s in our hands

The Code sets out rules and guidance designed to help us all maintain high ethical standards in everything we do for Invensys. It applies to all employees. It applies to every business in the Group. It applies in every part of the world.

The Code is also intended to apply, where appropriate, to the wider business community in its dealings with Invensys, such as suppliers, contractors and agents.

The Code contains some clear rules but does not cover every situation. Instead, it provides a coherent set of principles and standards to help you decide what to do in difficult situations. It also puts into practice our shared values: meritocracy, courage, innovation, agility and integrity.

The Code refers to a number of Group policies which provide more detail on specific issues. These are part of the Code, and are intended to be consistent with it.

The policies also apply to all employees in every part of the world, so make sure you are familiar with them.

You should also familiarise yourself with local or Business Group level policies that apply to you. These are designed to be consistent with the Code and Group policies.

You can find the latest version of all Group policies on the Invensys intranet site. The site also provides details of training in certain topical modules covered by the Code and your ethical and legal responsibilities to help you comply with the Code.

a shared commitment

Each one of us is responsible for complying with the Code, the policies and all applicable laws. Difficult though it sometimes may be, we must also take responsibility for drawing attention to any serious wrongdoing by others.

Because the Code is such an important part of our approach to work and business, the appraisal process takes your compliance record into account. Serious non-compliance will result in disciplinary action up to and including dismissal. The same goes for managers who fail to take action against non-compliance when they know that it is happening.

In return, Invensys will:

• observe its obligations under the Code

• comply with other ethical standards such as the United Nations Global Compact

• never ask you to break the Code – for instance, to meet targets or secure a deal

• do all it can to protect you from harassment, violence, intimidation and other unacceptable behaviour

• provide channels for reporting conduct that contravenes the Code or the law

• protect and support you if you report misconduct in good faith

• help and advise you when you don’t know what to do

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It’s in our hands

If you are still unsure, consult your line manager, Human Resources, a Compliance Officer, the Law Department or the Helpline. More information about the Helpline can be found on pages 5 and 31 of the Code. Never hesitate to ask questions, raise concerns or seek the guidance you need. Keep asking questions until you are sure you are making the right choice.

When you don’t know what to do

If, having read the Code, you are still unsure what to do, you may want to ask for guidance. But don’t be afraid to rely on your own common sense and good judgement, especially when you need to make quick decisions.

Ask yourself:

• is my approach consistent with the Code?

• is it consistent with our values: meritocracy, courage, innovation, agility and integrity?

• is it legal?

• would I be happy for my colleagues, family and friends to know about it?

• would I be comfortable if details were published in a newspaper?

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Raising concerns

OUR POsITION If you are concerned about anything that may not be allowed under the Code, you should raise it promptly – ideally, before any breach occurs.

This applies to any work issues involving you, your work colleagues or others doing business with Invensys.

WHaT THIs

MEaNs fOR yOU Drawing attention to possible wrongdoing takes courage but covering something up or ignoring it can make things worse. If you are unsure about something, the best person to raise it with is usually your line manager.

If you are uncomfortable doing this, you can report it to a Compliance Officer for your business or, failing that, to the following:

• Human Resources

• Law Department

• EHS&S

• Finance

If none of these is appropriate or if your concerns have not been fully addressed, contact the Invensys Helpline.

You don’t need to have proof, as long as your concerns or suspicions are genuine. The more facts you can provide, the better, but you won’t be expected to have all the answers. Invensys will investigate and find out if your concerns are justified. Don’t try to investigate yourself.

In some circumstances, we may not be able to report back to you the results of our investigation.

In addition, please don’t hesitate to get in touch with our Vice President Global Compliance, who is a qualified lawyer with responsibility for the Invensys Compliance Programme.

[email protected]

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speaking out

Courage to speak out

Have the courage to speak out against wrongdoing. We are aware that it is difficult and often intimidating to speak up when your colleagues do not seem to be concerned.

Rest assured that we will provide you with the maximum support and protection if you take it into your hands to stand up for what is right.

Protection for speaking out

We will make sure you don’t face any comeback for raising your concerns about an issue in good faith. Anyone found to have harassed or threatened you or treated you unfairly because you raised a concern will face disciplinary action up to and including dismissal.

If you find that you have done something that does not comply with the Code, a policy or the law, or if you are instructed to act in such a way, the best thing to do is to seek advice as soon as possible. This will help to stop the problem – and its consequences for you – from becoming more serious.

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Invensys Helpline

Wherever possible, your identity and what you tell us will remain confidential. However, in situations such as those involving civil litigation and police investigations, Invensys may be legally obliged to disclose your identity.

The Helpline complies with national and (where relevant) EU laws and guidelines on data collection and data privacy. These protect the identities of people who report and are accused of wrongdoing. They also limit the type of issues that may be reported via the Helpline in certain countries.

Any concerns you raise will be promptly, carefully and fairly investigated.

contact the Helpline:

• by calling the free number for your country (listed on pages 33–35)

• by using our third party web reporting system;

set your URL to https://www.financial-integrity.com/

INVENSYS.jsp (for EU countries) or

https://www.integrity-helpline.com/INVENSYS.jsp (for non-EU countries) and follow the directions provided

• by posting a letter addressed to

AlertLine, ATTN: INVENSYS Hotline, PMB 3767, 13950 Ballantyne Corporate Place, Suite 300, Charlotte, NC 28277 USA

the Helpline:

• is open 24 hours a day, seven days a week

• is an additional resource, not a substitute for the normal internal channels

• is available to all Invensys employees, contractors, suppliers and agents

• is operated by an independent company specialising in helping businesses respond to concerns about compliance

• is staffed by experienced operators who will take your concerns seriously, log them and refer them to our Compliance Department for investigation

• provides a translation service

• will accept anonymous calls, although your concerns will be easier to investigate if you give your name

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respecting

each other

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OUR POsITION We operate a merit-based working culture where everyone gets a fair chance.

We strongly support equal treatment

and equality of opportunity for all employees.

We want our people and those we work with to reflect the diverse backgrounds, cultures, beliefs and characteristics of the communities we belong to.

WHaT THIs

MEaNs fOR yOU • treat everyone at work with politeness, dignity and respect

• don’t engage in or condone any workplace discrimination

• base all employment-related decisions on merit alone

• make reasonable accommodation for other employees’

disabilities and religious beliefs or practices

• don’t hesitate to speak out against discriminatory behaviour

• don’t engage in negative stereotyping

• tell us immediately about any discriminatory behaviour at work

• you won’t face any comeback if you report something in good faith

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OUR HaNds Try not to make assumptions or value judgments about people. Your background and experience may cause you to hold views in private which are incompatible with our shared values at work. What matters at Invensys is that we all give everyone a fair chance, judge everyone solely on how well they do their job and show respect and tolerance for our various differences.

WHO TO TaLk TO • your line manager

• Human Resources

• the Compliance Officer for your business

• the Invensys Helpline REsPECTINg THE LaW

REsPECTINg EaCH OTHER REsPECTINg THE LaW REsPECTINg OUR WORkPLaCEREsPECTINg OUR WORkPLaCE REsPECTINg OUR MaRkETsREsPECTINg OUR MaRkETs fair and equal treatment

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OUR POsITION Our workplaces and working lives should be free from harassment and victimisation.

We won’t tolerate any violent or intimidating behaviour at work.

WHaT THIs

MEaNs fOR yOU • don’t behave in a way that others might find intimidating, violent, hostile or offensive

• avoid using language others may find offensive, even if you don’t

• don’t engage in any overtly sexual, sexually suggestive or other inappropriate behaviour

• don’t send or display emails, pictures, jokes or messages that others might find insulting or offensive

• never bring weapons into the workplace

• don’t mistreat anyone because they have spoken out against inappropriate behaviour

• tell us immediately about any harassment, intimidation or victimisation in the workplace

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OUR HaNds Nobody thinks they are a bully or harasser but behaviour you see as harmless or inoffensive can still make others feel anxious or humiliated. Taking a joke too far, spreading rumours or putting someone under unreasonable or unnecessary pressure could all be viewed as bullying or harassment. Always consider the effect of your actions and words on other people, and play your part in creating a positive working environment where everyone can flourish.

• Human Resources

• Law Department

REsPECTINg EaCH OTHER REsPECTINg THE LaW REsPECTINg OUR WORkPLaCEREsPECTINg OUR WORkPLaCE REsPECTINg OUR MaRkETsREsPECTINg OUR MaRkETs Harassment, intimidation

and victimisation

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OUR POsITION being under the influence of illegal drugs, alcohol or medication while at work can seriously affect your own and others’ safety and jeopardise Invensys operations.

The use or possession of illegal drugs is never acceptable, whether or not it impairs your performance.

WHaT THIs

MEaNs fOR yOU • never be under the influence of illegal drugs or alcohol while at work

• don’t keep or use illegal drugs at work

• alcohol may not be consumed at work except with permission from management; it may in certain circumstances and at certain sites be strictly prohibited

• tell us immediately if you are taking any prescription or over-the-counter medication which may impair your performance or affect your safety or the safety of others at work in any way

• tell us immediately when you know or have reasonable cause to suspect that a colleague is under the influence of illegal drugs, alcohol or medication while at work

• local employee assistance programmes may be available to those who seek help with drug or alcohol issues;

consult Human Resources

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OUR HaNds Alcohol and medication become problems when they affect your work. It could be your coordination, reflexes, speech, judgement or concentration. If you are driving a vehicle or operating machinery, you could be putting lives at risk, including your own. If you are with customers or prospects, you could cost us business and damage our reputation. Don’t be afraid to intervene if you think someone is affected by drink or drugs.

• Human Resources

• Law Department

REsPECTINg EaCH OTHER REsPECTINg THE LaW REsPECTINg OUR WORkPLaCEREsPECTINg OUR WORkPLaCE REsPECTINg OUR MaRkETsREsPECTINg OUR MaRkETs drugs and alcohol at work

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OUR POsITION We are committed to upholding human rights such as those enshrined in the UN global Compact and the European Convention on Human Rights.

We work with our supply chain to eliminate abuses in the labour markets.

We respect the right of individuals to join or not to join a trade union or works council. We will work with employee representatives in good faith to negotiate terms and conditions of work and discuss key business objectives.

WHaT THIs

MEaNs fOR yOU • familiarise yourself with the UN Global Compact and strive to uphold its principles at work

• don’t assist in violating human rights

• don’t seek to benefit from human rights abuses committed by someone else

• don’t shy away from asking about human rights violations in your dealings with the relevant authorities

• don’t use forced labour or child workers or condone their use by suppliers and others

• don’t interfere with the right of workers to belong or not to belong to a trade union or works council

WHaT THIs

MEaNs fOR yOU • don’t discriminate against someone because they do or don’t belong to a trade union or works council

• tell us immediately about any human rights abuse by anyone in our business supply chain

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OUR HaNds We should all be equal in the human rights we enjoy.

Standing up for those rights helps to show that we are an ethical business in practice as well as in theory. You should never think it right to turn a blind eye to abuses by anyone in our business supply chain or believe that some kinds of unethical or illegal behaviour are more acceptable in certain parts of the world than they are in others.

• Human Resources

• Law Department

REsPECTINg EaCH OTHER REsPECTINg THE LaW REsPECTINg OUR WORkPLaCEREsPECTINg OUR WORkPLaCE REsPECTINg OUR MaRkETsREsPECTINg OUR MaRkETs Human Rights

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OUR POsITION We are proud of our commitment to the environment and of our role in helping other businesses meet their environmental responsibilities

We expect everyone to take responsibility at work for respecting and protecting the environment.

WHaT THIs

MEaNs fOR yOU • take responsibility for understanding your environmental responsibilities

• comply with the environmental laws, policies, procedures and guidelines in force where you work

• try to minimise the environmental impact of our operations, products, solutions and services

• encourage others in our business supply chain to take an environmentally responsible approach

• handle all chemicals and waste materials with care and in accordance with any published instructions and warnings

• look for ways to recycle and reduce waste and minimise the use of hazardous substances at work

• look for ways to use natural resources in our operations and products sustainably and efficiently

• tell us immediately about any spills or environmental issues

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OUR HaNds Our environmental responsibilities come at a cost but there is a greater potential cost of ignoring them, in terms of damage to the environment, legal action and fines.

Speak out whenever you see waste, pollution or environmental hazards and set a positive example that others will want to follow.

MORE

INfORMaTION • Invensys Environment, Health and Safety Policy

• Invensys Sustainability Policy

• your EHS&S leader

• Human Resources

REsPECTINg EaCH OTHER REsPECTINg THE LaW REsPECTINg OUR WORkPLaCEREsPECTINg OUR WORkPLaCE REsPECTINg OUR MaRkETsREsPECTINg OUR MaRkETs Protecting the environment

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respecting

the law

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OUR POsITION Corruption is illegal, no matter where in the world it takes place.

Invensys has a zero tolerance policy on bribery and corruption. We have clear policies and procedures to provide guidance in this area.

WHaT THIs

MEaNs fOR yOU • all your dealings with third parties, particularly governments and officials, must be lawful and ethical

• never offer or accept any direct or indirect payments which are or may appear to be intended to influence a business decision or create a sense of obligation

• bribes offered or provided to family members, friends or associates are also prohibited

• make sure you understand and comply with anti-bribery laws in force around the world

• contact the Law Department if unsure about any aspect of your own or someone else’s business dealings with a third party

• facilitation payments are not permitted

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OUR HaNds All payments you make and receive in the course of your work must be properly documented and accounted for.

Bribes and kickbacks to officials or other third parties are illegal, even if they are called ‘arrangement fees’ or other misleading names. Set high standards for yourself, and demand the same from others. Corruption is never permitted, regardless of who is involved, which business is affected and where in the world it occurs.

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INfORMaTION • Invensys Anti-Bribery Policy

• your EHS&S leader

• Human Resources

• the Invensys Helpline bribery and corruption

REsPECTINg EaCH OTHER REsPECTINg THE LaW REsPECTINg OUR WORkPLaCE REsPECTINg OUR MaRkETs

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OUR HaNds Avoid putting yourself in a position where gifts and entertainment could affect your business judgment or appear to affect it. Talk to your Compliance Officer if you are at all concerned that any gift or entertainment you are offered or asked to provide could be over-generous or have strings attached.

Remember too that some countries set strict legal limits on business contributions to political parties, candidates or causes. Never commit Invensys to any kind of charitable or political giving without clearance from the Law Department.

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INfORMaTION • Invensys Gifts & Entertainment Policy

• Human Resources

• Law Department

• the Invensys Helpline

OUR POsITION Our business decisions must not be influenced (or seem to be influenced) by gifts or

entertainment. We have clear policies and procedures to provide guidance in this area.

We are legally obliged to disclose our total donations to political parties anywhere in the world.

WHaT THIs

MEaNs fOR yOU • all your dealings with third parties, particularly governments and officials, must be lawful and ethical

• don’t offer or accept any gifts, entertainment, services or benefits which are intended or may appear to influence a business decision or create a sense of obligation

• the same goes for gifts, entertainment, services or benefits offered or provided to family members, friends or associates

• only accept business-related entertainment or gifts that are non-recurring, of low value and unlikely to be interpreted by others as an attempt to influence you or create a sense of obligation

• contact the Law Department if unsure about any aspect of your own or someone else’s business dealings with a third party

• cash gifts are never acceptable

• get clearance from the Law Department before offering or making a political or charitable donation from Invensys

REsPECTINg EaCH OTHER REsPECTINg THE LaW REsPECTINg OUR WORkPLaCE REsPECTINg OUR MaRkETs Entertainment, gifts and donations

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OUR POsITION agents are companies or individuals who are not Invensys employees but play a role in helping us win business from certain customers, or penetrate certain markets and territories.

agents may include sales agents, sales consultants and distributors.

We have clear policies and procedures in place for checking, appointing and dealing with agents. These exist to prevent you and Invensys from being party to practices which are always unacceptable and often illegal.

WHaT THIs

MEaNs fOR yOU • make sure all Invensys agents are properly checked and authorised, appointed solely on merit and required to comply with the Code and relevant policies

• never appoint an agent as a way of paying a bribe or think it is better not to ask too many questions about how he achieves his results – both you and Invensys will be liable for his actions

• make sure all agents sign a written agreement that has been approved by the Law Department and is included in the agent database

• don’t make any payment to an agent unless it is required by a signed written agreement, approved by the Business CFO and commensurate with the type and level of service provided

WHaT THIs

MEaNs fOR yOU • contact the Law Department if you are unsure about any aspect of your own or someone else’s business dealings with a third party

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OUR HaNds Agents are a valuable resource as long as they are the right agents used in the right way. Make sure they are legitimate and willing to follow the same high standards as you do. Be suspicious of agents who lack a conventional business infrastructure, want fees paid to a different party or another country or cannot be transparent about their services.

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INfORMaTION • Invensys Policy on Agents

WHO TO TaLk TO • Law Department

REsPECTINg EaCH OTHER REsPECTINg THE LaW REsPECTINg OUR WORkPLaCE REsPECTINg OUR MaRkETs agents

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OUR POsITION We comply with all applicable laws controlling exports, imports and customs.

WHaT THIs

MEaNs fOR yOU • if it is relevant to your job, make sure you know and comply with the current rules and regulations affecting the inbound or outbound sale or shipment of goods or services

• make sure any information provided to customs and tax officials is accurate, complete and truthful

• don’t provide any certifications or representations of the country of origin of a product without prior written approval from the Director Global Trade Compliance

• don’t make any unauthorised release of controlled technical information to a foreign national, either in electronic or physical form

• don’t sell or ship products to anyone on the Denied Parties List (or any of their associates) as set out in the Invensys Trade Compliance Policy

• if it is relevant to your job, make sure you understand and comply with ‘know your customer’ principles to ensure we are not complicit in illegal money laundering

• always seek advice from the Law Department or Director Global Trade Compliance if you are unsure whether a proposed transaction or action is legal and ethical

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OUR HaNds Anyone whose job involves international trade should familiarise themselves with the complex and detailed rules affecting it and the transfer of information to foreign nationals. These exist for good reason – in some cases, to prevent the supply of strategic goods or technology where they might be used for terrorist activities or weapons proliferation. Violations can carry significant penalties, so pay close attention to the detail of every transaction and every document.

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INfORMaTION • Invensys Trade Compliance Policy

WHO TO TaLk TO • Global Trade Compliance Department

• Law Department

REsPECTINg EaCH OTHER REsPECTINg THE LaW REsPECTINg OUR WORkPLaCE REsPECTINg OUR MaRkETs Import and export controls

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OUR POsITION boycotts are bans on trading with certain countries that are imposed by countries or organisations in an attempt to use businesses as instruments of their foreign policy. Under Us law, it is illegal to support an unsanctioned boycott in any way.

Our approach to business is not influenced by political differences between countries but does require us to comply with applicable laws, including Us laws on unsanctioned boycotts.

WHaT THIs

MEaNs fOR yOU • make sure all contracts, warranties, shipping instructions and letters of credit don’t contain requirements to participate in boycotts or provide information that could allow others to do so

• don’t provide any information (such as a blacklist certificate) that might support a boycott

• tell us immediately about any requests concerning boycotts – US law requires us to report them

• always seek advice from the Law Department or Director Global Trade Compliance if you are unsure about any aspect of a proposed transaction

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OUR HaNds Always read the small print of contracts to make sure they don’t contain anything improper. Don’t agree to terms that are discriminatory against or involve not doing business with any country unless you are sure they relate to a trade control officially sanctioned by the US, EU or United Nations.

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INfORMaTION • Invensys Trade Compliance Policy

WHO TO TaLk TO • Director Global Trade Compliance

• Law Department

REsPECTINg EaCH OTHER REsPECTINg THE LaW REsPECTINg OUR WORkPLaCE REsPECTINg OUR MaRkETs boycotts

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respecting

our workplace

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OUR HaNds You should never allow others to put your health and safety at risk or do the same to them. There is no value in having an outstanding safety record if we don’t report all incidents.

Nobody benefits if we cut corners or slacken our standards, so be constantly alert to risks and dangers.

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INfORMaTION • Invensys Environment, Health and Safety Policy

• Invensys Travel Policy

• Invensys Policy on Driving while on Company Business

WHO TO TaLk TO • Your line manager

• the EHS&S leader for your business group

• Human Resources

• Law Department

OUR POsITION Invensys won’t compromise the health, safety or well-being of its employees, contractors, visitors and others affected by its operations.

We are all responsible for our own safety and for that of other people affected by our actions.

WHaT THIs

MEaNs fOR yOU • always comply with the health and safety laws, policies, procedures and guidelines relevant to your work

• never continue working if it is unsafe to do so or follow any instructions when they put your own or others’ safety at risk

• behave in a safe and responsible manner while at work or representing Invensys. This includes business travel, business social functions and work at customer sites

• never interfere with safety-related devices on machinery or equipment

• drive legally and safely at all times

• tell us immediately about any health and safety concerns

• always report accidents promptly even if they seem insignificant

REsPECTINg THE LaW REsPECTINg OUR WORkPLaCE

REsPECTINg EaCH OTHER REsPECTINg OUR MaRkETs

Health and safety

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OUR POsITION To help you do your job, we provide you with equipment, facilities and other resources such as time, money, technology and information.

These are key to our success and must be used properly, carefully and only for our work (unless personal use is also allowed).

WHaT THIs

MEaNs fOR yOU • only use our equipment, facilities and resources to do work for us

• do everything you reasonably can to prevent the loss, misuse or theft of our property

• don’t remove our equipment from our worksites without permission

• return everything that belongs to us when you leave employment

• tell us immediately about any actual or potential misuse or theft of our equipment, facilities or resources

• Invensys property includes intellectual property which should be safeguarded

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OUR HaNds Dishonesty is unacceptable even when it is relatively trivial. You should set high standards for yourself and expect the same from everyone around you. This means following the rules even when no one is checking up, such as filling in expenses claims, not pilfering office supplies and not using our facilities for your own personal pursuits.

• Human Resources

• the Invensys Helpline REsPECTINg THE LaW REsPECTINg OUR WORkPLaCE

Invensys property

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OUR HaNds It is essential that you manage business information effectively to protect our intellectual property, comply with our legal, financial and regulatory requirements, and avoid unnecessary administrative or storage costs. If you lose or destroy important information, it will be damaging even if unintentional.

If you receive a Document Preservation (or Legal Hold) Notice from the Law Department, you must preserve the information or categories of documents listed in it because they could be evidence in a forthcoming court case,

investigation or regulatory review. Comply immediately and don’t stop complying until the Law Department tells you to.

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INfORMaTION • Records Retention Policy

• Law Department

OUR POsITION Information is a vital part of our everyday work and lives and must be properly safeguarded and organised to maximise its usefulness.

Invensys has a legal responsibility not to keep certain information beyond its useful life and not to destroy certain information that is needed.

WHaT THIs

MEaNs fOR yOU • make sure all confidential, sensitive and personal information is accessible only by authorised users and is securely protected from access by anyone else

• don’t remove data stored on computer hardware or peripherals from our worksites without permission from your line manager

• make sure all documents and information are regularly reviewed and not kept for longer than necessary

• don’t destroy or delete any document or information that may still be useful to Invensys or is the subject of a Document Preservation or Legal Hold Notice

• respect the rules on cross-border data transfers and disclosure of technical or personal data

• tell us immediately about any misuse, theft or loss of our information

data and documents

REsPECTINg THE LaW REsPECTINg OUR WORkPLaCE

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OUR POsITION your privacy is important and will be protected wherever reasonable.

We may log and monitor your use of our IT and communication systems, equipment and software within legal limits to make sure it is appropriate.

for administrative and other business reasons, we collect, use and store personal information about you and also about our contractors, customers, suppliers, associates and others.

We comply with national and international

standards on privacy, security and confidentiality.

WHaT THIs

MEaNs fOR yOU • act responsibly when using our IT and communications systems and equipment

• don’t use our systems or equipment if your personal privacy is essential

• you can make limited personal use of our IT and communication systems and equipment

• all use of our IT and communication systems and

equipment must be reasonable, ethical, lawful and secure

• keep all passes, passwords and access codes secure and don’t let anyone else use or steal them

• emails from our systems and equipment belong to us, even after they have been deleted

WHaT THIs

MEaNs fOR yOU • no-one will be given access to your communications without a good and lawful business reason

• tell us immediately about any actual or suspected misuse of our IT and communications systems or equipment

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OUR HaNds Opening email attachments when you are uncertain of their contents poses a major threat to the integrity of our systems.

We must all take responsibility not to do anything that might introduce a virus, trojan, worm or other malware and, in the same way, be sure not to circulate material in emails that others may find offensive.

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INfORMaTION • Invensys IT Policy

• Invensys Policy on Personal Data Privacy

• the IT Department for your business

IT and the Internet

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OUR POsITION There must be no conflict of interest nor the appearance of any conflict of interest between your personal and business activities. We have clear policies and procedures in place to provide guidance in this area and a specific process for addressing any actual or potential conflict.

get written permission from a Compliance Officer before involving Invensys in any arrangement (no matter how beneficial to Invensys) with your family or friends, even when they represent another organisation.

any political activities you engage in must be done on your own time and with your own resources.

We encourage everyone associated with Invensys to volunteer their time and support to charitable organisations and other worthy causes.

WHaT THIs

MEaNs fOR yOU • make a clear distinction between your personal life and your work by never using Invensys time, property or equipment for personal, political or commercial purposes

• don’t allow the prospect of direct or indirect personal gain to influence or appear to influence your business decisions or actions

• you are free to make personal investments and maintain healthy social and commercial relationships as long as they don’t conflict with Invensys’s interests

WHaT THIs

MEaNs fOR yOU • don’t allow your personal interests or relationships to put you in a position where they influence or appear to influence your business decisions or actions

• tell us immediately about any potential conflict between Invensys’s interests and your own or someone else’s personal interests or relationships

IT’s IN

OUR HaNds You are trusted to ensure there is a clear dividing line between work and home. If any of your close friends or family work for a competitor or for an organisation you have regular dealings with at work, tell your Compliance Officer at once so that you are not put in a position where you are torn between your personal and work allegiances. Equally, you should not have any personal involvement or investment in companies which could affect your ability to act in our best interests.

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INfORMaTION • Invensys Conflict of Interest Policy

Personal interests

(27)

respecting

our markets

(28)

OUR POsITION We are committed to building world class quality into every step of our design, manufacture, installation and supply processes.

We owe a duty to our customers and the public to make sure that our products are safe to use.

WHaT THIs

MEaNs fOR yOU • comply with all product safety laws which apply where you work

• follow Invensys procedures on production, quality control, handling, storage and shipping

• make sure all new products, processes and suppliers satisfy the relevant quality and safety standards

• follow all applicable instructions and guidelines when installing or using Invensys or third party products

• implement and follow procedures for notifying customers or recalling products where quality or safety standards are not met

• tell us immediately if you are concerned that a product may not be safe or of good quality, even if it complies with applicable standards

IT’s IN

OUR HaNds Never turn a blind eye if you are worried about product quality or safety. Think of yourself as a guardian of our reputation and a champion of quality. Always draw attention to technical issues and imperfections that could lead to problems. Pass all the information on to your line manager so we can carefully assess the situation and decide what to do. Facing our responsibilities often comes at a cost but ignoring them can cost even more.

• Law Department

REsPECTINg OUR MaRkETs REsPECTINg EaCH OTHER REsPECTINg THE LaW REsPECTINg OUR WORkPLaCE

Product quality and safety

(29)

OUR POsITION all reporting of business information must be accurate, complete and timely.

It is illegal to falsify records or omit or misrepresent facts and figures.

WHaT THIs

MEaNs fOR yOU • make sure our books and records are accurate, sufficiently detailed and up to date so they give a true picture of our business

• cooperate with all requests from our internal and external auditors

• tell us immediately about any request to falsify an entry or create misleading or inaccurate data

IT’s IN

OUR HaNds It is essential that our books and accounts give a clear and accurate picture of our trading position at all times and comply with Group accounting policies and generally accepted accounting practices. We recognise that all businesses face pressures to meet targets and maximise profits but this must never compromise transparency and accuracy in our internal and published accounts.

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INfORMaTION • Policy on Financial Reporting

• Finance Department

• Law Department

accounting integrity

(30)

OUR POsITION We are committed to free and open competition in all markets.

Price fixing and bid rigging are illegal, as are many other arrangements between competitors.

We respect confidential information belonging to our competitors as we expect them to

respect ours.

WHaT THIs

MEaNs fOR yOU • strictly observe the spirit and the letter of all laws around the world banning practices that restrain trade or restrict free and fair competition

• never get together with competitors to fix prices or to agree other restrictions on competition

• never collude with other competitors in a competitive bid situation

• don’t join any trade association or participate in any meeting with competitors without clearance from the Law Department or a Compliance Officer

• don’t get information to help Invensys by theft or spying or other covert behaviour

• tell us immediately about any actual or suspected misuse of competitor information

• don’t keep confidential documents or data from previous jobs or encourage anyone else to do so

• don’t encourage new recruits to disclose confidential information gained in previous jobs

IT’s IN

OUR HaNds Most countries have laws prohibiting anti-competitive behaviour, such as price-fixing and bid-rigging and acts aimed at abusing a dominant market position. These laws can impose enormous financial penalties and even prison sentences. Trade association gatherings or other situations where competitors meet can be especially risky. If you are asked to join a trade association or to attend any gathering where you are likely to meet with representatives of a competitor, always seek advance clearance from the Law Department or a Compliance Officer.

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INfORMaTION • Invensys Policy on Competition Laws

• Law Department

Competition and competitors

(31)

OUR POsITION To help you do your job, you may have access to confidential information which would harm our business if used or disclosed inappropriately.

Inside information is confidential information which, if made public, could affect our share price or influence decisions by investors.

It is a criminal offence to deal in Invensys securities on the basis of inside information or help someone else to do so.

WHaT THIs

MEaNs fOR yOU • only use our business information for our benefit

• only disclose confidential information when authorised to do so and protected by a confidentiality agreement, Limit your disclosure to the relevant information

• never trade on or pass on inside information to anyone inside or outside Invensys

• Invensys confidential information includes technical, business, financial, joint venture, supplier and customer information that we own, control or use and is not publicly available

• keep our business information confidential even after you leave employment

• tell us immediately about any misuse or unauthorised disclosure of confidential or inside information

• keep internal communications within Invensys; these should not be posted on external websites or blogs

WHaT THIs

MEaNs fOR yOU • if you misuse or disclose inside information, you face disciplinary action or dismissal as well as possible criminal proceedings

IT’s IN

OUR HaNds If you find yourself working with external consultants and advisers, be cautious about talking openly about business issues in front of them until you are sure that they have signed a confidentiality agreement.

If your job gives you regular access to inside information, you will be notified by the Company Secretary that you may not deal in Invensys shares during blackout periods or until you have been taken off the insider list.

• Law Department

Confidential and inside information

(32)

OUR POsITION Our reputation is very important to us, as is the need for consistency in the information we make public.

Our advertising never exaggerates, misleads, omits, or lies about the facts to gain an advantage over our competitors.

WHaT THIs

MEaNs fOR yOU • don’t comment to the media or investment community or answer their questions about Invensys unless it is a recognised part of your job and on a topic you are authorised to speak about

• unless you are an Invensys executive or your role includes external communications, you are very unlikely to be authorised to talk to the media or the investment community

• all Invensys advertising, marketing and sales information must provide clear and accurate information about our pricing, services, and products

• accurate comparisons between Invensys products or services and those of our competitors are acceptable in our advertising, marketing and sales information as long as no facts are misrepresented and they comply with local law

IT’s IN

OUR HaNds Most of us are not trained or authorised to speak for Invensys but that doesn’t mean we will never be asked questions by people we know, and also by people we don’t. There is rarely a problem in your talking about things that are already in the public domain, but make sure you use your common sense to ensure you don’t inadvertently disclose information about our products, services, performance or plans that is not generally known outside our business, or get drawn into expressing opinions about Invensys that would be damaging if reported in the media.

• Investor Relations

• Corporate Relations

Media and marketing

(33)

the code is part of the Invensys compliance Programme, which supports and encourages a culture of compliance within Invensys.

It focuses on prevention, detection and resolution:

PreventIon • implementing the Code and its policies

• ensuring the culture of compliance is maintained by effective systems, structures and training

• having a firm commitment to compliance from senior management

• appointing Compliance Officers who include the Executive VP & General Counsel, the VP Global

Compliance and each Business Group General Counsel

DetectIon • establishing the Invensys Helpline

• ensuring there is no comeback for employees who report suspected wrongdoing in good faith

• operating a robust internal audit process

• operating a robust and fair investigation process

resolutIon • investigating all reported issues

• making anyone accountable who does not comply with the Code or its policies

• operating a zero tolerance culture for serious violations

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InforMatIon • Invensys Compliance Programme

Who to talk to • the Compliance Officer for your business (names and contact details are in the Programme)

it s in our hands The Invensys Code of Conduct

The Invensys Code of Conduct

it’s in our hands

Contents

Message from the ceo

It’s in our hands

It’s in our hands

Raising concerns

speaking out

Invensys Helpline

respecting

each other

respecting

the law

respecting

our workplace

respecting

our markets

Invensys compliance Programme