VPC_Supplier Policy_A2_Code_of_ Ethical_Purchasing

Vodafone Code of Ethical Purchasing V3.0 Page 1 of 6

Scope

All Vodafone Procurement Company procurement agreements with Suppliers.

Policy

1. Introduction

1.1. This Code of Ethical Purchasing Policy (“this Code”) sets out Supplier’s obligations in

relation to social, environmental and ethical compliance.

This Code is to be read in conjunction with Vodafone’s Business Principles (Supplier Policy

A1), and is designed to promote safe and fair working conditions and the responsible

management of social, ethical and environmental issues in Vodafone’s supply chain.

2. General Requirements

2.1. The phrase “Supplier” in this Code shall, where relevant, also include all officers,

employees, contractors, subcontractors and agents of Supplier. All references to

“Vodafone” include the relevant contracting entity and all other Vodafone Group

Companies that benefit from the goods and services being provided.

2.2. Supplier shall comply with all relevant laws, regulations and standards in all of the

countries in which it operates.

2.3. Supplier is encouraged to take all reasonable endeavours to promote this Code to its

suppliers and subcontractors.

3. Monitoring, Corrective Action and Reporting

3.1. Supplier is expected to identify, correct and monitor the continued compliance of any

activities that fall below the standards of this Code.

3.2. Supplier shall immediately report to Vodafone any serious breaches of this Code and

together with Vodafone agree a schedule for corrective action.

3.3. A breach of this Code may be considered to be a material breach of contract with

Vodafone, and Vodafone accordingly reserves all its legal rights and remedies in respect of

any such breach.

3.4. Vodafone (or another Vodafone Group Company) may report progress (or extent thereof)

in Supplier’s compliance with this Code, in the annual Vodafone Sustainability Report, and

Supplier agrees to such disclosure.

Vodafone Procurement Company S.à r.l.

Supplier Policy - A2

Code of Ethical Purchasing

Vodafone Code of Ethical Purchasing V3.0 Page 2 of 6

3.5. Supplier shall provide Vodafone with reasonable access to all relevant information and

premises for the purposes of assessing performance against this Code, and use reasonable

endeavours to ensure that sub-tier suppliers do the same. Audits may be conducted by an

independent third party on behalf of Vodafone. Audits may also be conducted jointly

between Vodafone and Supplier, and include the assistance of an industry representative,

or relevant Non-Governmental Organisation.

4. Principles

4.1. Child Labour

4.1.1. Supplier shall strictly prohibit child labour. No person shall be employed who is

below the minimum legal age for employment.

4.1.2. The minimum age for employment shall be the age for completing compulsory

education in the relevant country or not less than 15 years of age (or not less than 14

years, in countries where educational facilities are insufficiently developed, in

accordance with international principles), whichever is higher.

4.1.3. Children (persons under the age of 18) shall not be employed for any hazardous or

night work, or work that is inconsistent with the child’s personal development.

4.1.4. In the event Supplier discovers a child is employed, the best interests of the child

shall be the primary consideration. Supplier shall contribute, support and/or develop

policies and programmes that assist any child found to be performing child labour.

4.2. Forced Labour

4.2.1. Supplier shall not use any form of forced, bonded, compulsory labour, slavery or

human trafficking.

4.2.2. Supplier’s employees shall be entitled to leave work or terminate their employment

with reasonable notice. Employees shall be free to leave work after such reasonable

notice period expires. All employment shall be voluntary. Supplier shall provide each

of its employees with an employment contract which contains such a reasonable

notice period.

4.2.3. Supplier shall not require employees to lodge deposits of money or withhold

payment or place debt upon employees or require employees to surrender any

government-issued identification, passports, or work permits as a condition of

employment.

4.3. Working Hours

4.3.1. Supplier shall ensure working hours of Supplier’s employees do not exceed the

maximum set by local law and each employee’s working week does not exceed 60

hours per week including overtime.

4.3.2. Supplier shall allow each of its employees at least one day off following every six

consecutive working days.

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4.3.3. Supplier shall grant its employees the right to paid vacation.

4.3.4. In exceptional circumstances (which may include emergency situations, but shall not

include anticipated peaks in production requirements), when these hours might be

exceeded by Supplier’s employees, working hours shall in any event not be

excessive. Supplier shall be considerate to the type of work performed and the

acceptable working hours for the role concerned.

4.3.5. Supplier shall compensate overtime at a premium to the relevant employee’s

standard hourly rate.

4.4. Payment

4.4.1. Supplier shall ensure its employees understand their employment conditions and

give employees fair and reasonable pay as well as any legally entitled or agreed

benefits.

4.4.2. Supplier shall not use deductions from wages as a disciplinary measure. Employees

must be paid in a timely manner, and Supplier must clearly convey to its employees,

the basis on which they are paid.

4.5. Disciplinary Practices

4.5.1. Supplier will treat all employees with respect and dignity. Supplier shall prohibit

physical or verbal abuse or other harassment and any threats or other forms of

intimidation.

4.6. Discrimination

4.6.1. Supplier shall not engage in or support any form of discrimination in hiring,

employment terms, remuneration, access to training, promotion, termination,

retirement procedures or decisions including but not limited to: race, colour, age,

veteran status, gender identification, sexual orientation, pregnancy, ethnicity,

disability, religion, political affiliation, trade union membership, nationality,

indigenous status, medical condition, HIV status, social origin, social or marital status

and union membership.

4.6.2. Supplier shall ensure no form of discrimination is present at any stage of

employment, from the selection of suitable applicants, their interview and

assessment; to the terms of their employment, payment and grounds for dismissal.

4.7. Freedom of Association & Right to Collective Bargaining

4.7.1. Supplier shall respect the rights of employees to join or not to join trade unions or

similar representative bodies and the rights of employees to collective bargaining to

the extent permitted by applicable law. Supplier shall allow open communication

and direct engagement between its employees and management in building

employee relations and for the resolution of any issues.

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4.8. Anti-bribery, Corruption and Individual Conduct

4.8.1. Supplier shall not tolerate or enter into any bribery, including improper offers or

payments to or from employees, customers, suppliers, organisations or individuals.

4.8.2. Supplier shall:

• have an anti-bribery policy that sets out the principle of zero tolerance to any

form of bribery or corruption within their organisation, including facilitation

payments;

• not give, promise, receive or request any bribes (financial or other advantage),

including but not limited to in relation to any public official;

• ensure its employees, contractors and sub-contractors are aware of its anti-

bribery policy and how to comply with its requirements.

4.9. Fraud and money laundering

4.9.1. Supplier shall:

• act in accordance with all applicable international standards and laws on fraud

and money laundering;

• not do or omit to do anything likely to cause any party to be in breach of any

of such international standards and laws;

• maintain an effective anti-fraud and (where appropriate) an anti-money

laundering compliance programme, designed to ensure compliance with the

law including the monitoring of compliance and detection of violations.

4.10. Responsible Sourcing of Minerals

4.10.1. Supplier shall have a clear policy or procedure in place to avoid knowingly

purchasing conflict minerals.

4.10.2. In particular Supplier shall have a policy or procedure to reasonably assure that the

tin, tantalum, tungsten and gold in the products it manufactures does not directly

or indirectly finance or benefit armed groups that are perpetrators of serious

human rights abuses. Supplier shall exercise due diligence on the source and chain

of custody of these minerals and make their due diligence measure available upon

Vodafone’s request.

4.11. Health & Safety

4.11.1. Supplier shall provide a healthy and safe working environment for employees,

contractors, partners or others who may be affected by Supplier’s activities, in

accordance with international standards and national laws.

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4.11.2. Supplier shall put in place mechanisms to ensure that health and safety obligations

are communicated and applied to parties under its control.

4.11.3. Supplier shall ensure it meets general principles of health and safety risk

prevention. General principles include identifying, minimising and preventing

hazards, using competent and trained people, providing and maintaining safe

equipment and tools, including personal protective equipment as required.

4.11.4. Supplier shall have mechanisms and shall implement them to ensure that all its

employees are competent to carry out the health and safety aspects of their

responsibilities and duties. This shall include the nomination and training of

persons at an appropriate level (and in particular executives), who are responsible

for discharging Supplier’s health and safety obligations.

4.11.5. Supplier shall ensure facilities and amenities, including employee accommodation

where provided by Supplier, shall be hygienic, safe and meet the basic needs of

employees.

4.11.6. Supplier shall have systems and training to prepare for and respond to accidents,

health problems and foreseeable emergency situations. Supplier shall have means

and procedures in place for recording, investigating and implementing learning

points from accidents and emergency situations.

4.12. Environment

4.12.1. Supplier shall comply with relevant legislation and international standards, and in

countries where environmental legislation is not evident or enforced, ensure

reasonable practices for managing environmental impacts are in place.

4.12.2. Supplier shall implement an internal environmental management system to the

extent applicable to Supplier’s business.

4.12.3. Supplier shall obtain, maintain and keep current all necessary environmental

permits (e.g. waste management, transportation), approvals and registrations.

4.12.4. Supplier shall respect all applicable laws, regulations and customer requirements

regarding prohibition or restriction of specific substances. Hazardous chemicals

and other materials included in products, especially those included in the

substances of Very High Concern list of the REACH regulation, must be identified

and managed by Supplier to ensure their safe use, recycling or re-use and disposal.

The use of such chemicals and materials by Supplier must be avoided (and if not

possible to avoid, minimised). Where required, Supplier must deliver electrical or

electronic equipment in line with all relevant European Union regulations such as

but not limited to RoHS and REACH.

4.12.5. Supplier shall identify, minimise, monitor, control and treat all hazardous air

pollutants and all emissions should be avoided in accordance with international

standards and applicable laws.

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4.13. Climate Change

4.13.1. Supplier shall where requested by Vodafone identify, monitor and minimize

Greenhouse Gas emissions (GHG) and energy consumption from its own

operations including CO2 emissions from transportation and travel and support

providing relevant data to Vodafone or recognised third parties appointed by

Vodafone to measure improvements.

5. Speak Up

5.1. Supplier shall report any instances of illegal or unethical behaviour or breaches of this Code

(in relation to the goods and services being provided to Vodafone) in confidence using the

‘Speak Up’ contact details below. Supplier shall regularly promote these Vodafone ‘Speak

Up’ contact details (as may be updated by Vodafone from time to time) and have them

permanently available within Supplier’s organisation and to any contractors or sub-

contractors working on Supplier’s behalf for Vodafone:

‘Speak Up’ contact details:

The independent, confidential, external hotline.

Global number: +44 1249 661 795 (calls can be taken in all languages)

Online: http://www.expolink.co.uk/WhistleblowingHotline/ForEmployees.aspx

Enter the password “vodafone”