The way we work, every day, everywhere

The way we work, every day, everywhere

Letter from the Executive Committee

O

ur purpose and values define what is important in the way that we work together and perform as a business. We are intent on constantly demonstrating our commitment to being one of the world’s most trusted and respected companies. We ask our customers, consumers, shareholders, governments and the communities in which we operate, to trust that we understand our responsibility as the world’s leading premium drinks business and that we behave accordingly. Reputation is critical to Diageo’s commercial success, long-term sustainability and fulfilment of our purpose of celebrating life every day, everywhere. We all have a responsibility to ensure we strive to do the right thing and in so doing, protect that reputation. In today’s connected world our individual actions have the potential to impact Diageo globally, both positively and negatively. All of us, including those acting on behalf of Diageo, have an obligation to apply the Code of Business Conduct (the Code), Diageo policies, and all relevant laws, in everything we do. In producing this update of the Code our aim has been to provide a clear and accessible document with practical guidance on our individual responsibilities and how to access further sources of information. The Code is now available in 19 languages, reflecting the geographical breadth and multi-cultural nature of our operations. However, the Code cannot address every situation we may face and it is not a substitute for applying common sense and good judgement, informed by our purpose and values and our commitment to being one of the most trusted and respected companies in the world. When in doubt, seek advice; talk to your colleagues to get their perspective. Talk to your line manager, our Global Compliance & Ethics Director or an expert from the appropriate function. If you are concerned about something that does not appear to support our purpose and values or contravenes the law, the Code, or Diageo policies, you should speak up. There may be circumstances in which you may wish to use the independent SpeakUp service, where you can raise an issue or concern confidentially. We will not tolerate any retaliation against an individual for raising a concern or making a report in good faith. We want Diageo to be recognised as a great place to work. Most of all, however, we want Diageo to become a by-word for acting with integrity and responsibility; a business with values that are demonstrated every day and are deeply embedded in the fabric of the organisation. Please take the time to read and understand the Code. Please also personally commit to implementing it in all of your actions and all of our business activities. We know that we have your full support for the values that have set Diageo apart from the competition. Thank you.

Paul S Walsh Chief Executive

Ron Anderson

Gilbert Ghostine

Ivan M Menezes

Nick C Rose

Chief Customer Officer

President, Diageo Asia Pacific

President, Diageo North America and Chairman, Diageo Asia Pacific

Chief Financial Officer

Nick B Blazquez

David P Gosnell

Randy Millian

Managing Director, Diageo Africa

Managing Director, Global Supply and Global Procurement

Larry Schwartz

Managing Director, Latin America and Caribbean

President, Diageo USA

Stuart R Fletcher

Jim N Grover Director, Global Business Support

Andrew Morgan

Gareth Williams

President, Diageo International

Andrew J Fennell

Deirdre Mahlan

Chief Marketing Officer

Deputy Chief Financial Officer

President, Diageo Europe

Human Resources Director

Timothy D Proctor

Ian Wright

General Counsel

Corporate Relations Director

CONTENTS Introduction

Our purpose & values Code of Business Conduct Getting help & advice The way we work

5 6 7 9

Our products

Marketing & innovation Quality International trade & free zone sales

11 12 13

Personal integrity

Gifts & entertainment Conflicts of interest Insider trading

15 17 18

Commercial integrity

Bribery & improper payments Competition & anti-trust Money laundering Accurate reporting & accounts Data privacy

20 22 24 25 26

Employment

Health, safety & security Discrimination & harassment Responsible drinking

28 29 30

Company assets

Brand protection Confidential information Information security Records management

32 33 34 35

External activity

External communications Political activity Community & charitable activity Human rights Environment

37 38 39 40 41

Contacts

Contacts & links SpeakUp

43 44

INTRODUCTION

Our purpose and values are at the heart of everything we do – influencing the way we work, every day, everywhere

Our values reflect our beliefs about what is important in the way that we work together and with others outside of Diageo. We bring them to life in our business, every day, everywhere, through the way we behave and the results we achieve. Our values should be our guide when making decisions and deciding priorities. To reinforce our behaviours we have established codes and policies, setting out the way we work, our commitments and what is expected of each of us. These policies can be found on the Diageo intranet and you have a responsibility to comply with them. Our Code of Business Conduct is designed to help translate our values and principles into actions and guide our daily activities. Each of us needs to take time to read and understand the Code and use it to help us apply our values in everything we do.

We are passionate about customers and consumers – our curiosity and consumer insights drive our growth. We cherish our brands; we are creative and courageous in pursuing their full potential. We are innovative, constantly searching for new ideas.

Our purpose & values

Our purpose, to celebrate life every day, everywhere, and our values, lie at the heart of our business. They define our approach to the way we work. They capture the essence of our passion, our ambition, our responsibility and our pride in what we do.

Introduction

Our purpose & values

We give ourselves and each other the freedom to succeed – we trust each other, we are open to and seek challenge, and we respond quickly to the opportunity this creates. We are proud of what we do – we behave responsibly with the highest standards of integrity and social responsibility. We strive to be the best – as an organisation we are never complacent. We are always seeking to learn and improve. We value each other – we seek and benefit from diverse people and perspectives. We strive to create mutually fulfilling relationships and partnerships.

5

Introduction

Code of Business Conduct Proud of what we do, proud of how we do it

Code of Business Conduct

We strive to demonstrate the highest standards of integrity in the way we behave towards each other and to those outside of the company. Our actions and interactions with our consumers, customers, employees, public officials, suppliers, shareholders and other stakeholders should clearly reflect our commitment to doing the right thing. Reputation is critical to our commercial success and can only be enhanced by behaviours of which we can all be proud. The Code of Business Conduct provides information on key areas of our business activities and outlines our individual responsibilities – the things we must all do. All employees and those representing or acting on behalf of Diageo must apply the Code and Diageo policies that relate to their role, regardless of their location or nature of work. It is critical that we all familiarise ourselves with the Code and Diageo policies and apply them to everything we do. Breaching the Code or Diageo policies can have serious consequences for the company and for each of us as individuals. Those who fail to follow the Code put themselves, their colleagues, and Diageo at risk. This is taken very seriously and may result in disciplinary action up to and including dismissal. The Code cannot provide answers to every question we may have or tell us what to do in every situation in which we may find ourselves. It does not serve as a substitute for our individual responsibility for exercising good judgement and common sense. It is a resource to be used to help guide our actions and provides details on where to go to for more information on a particular subject, to ask questions, or to report a problem.

Responsibility for compliance & ethics Each Diageo employee is responsible for compliance with the Code of Business Conduct and Diageo policies in addition to all laws, regulations and industry standards. The company places its trust in each of us to act in a way which is not only compliant but which supports our values, purpose and business principles. The Global Compliance & Ethics team manages the Diageo Compliance & Ethics programme and is there to provide help and guidance on all issues relating to the Code and Diageo policies. If you manage people, you are expected to adopt the Diageo Leadership Standard and be a role model for others. You must ensure that the individuals who report to you receive the guidance, resources and training they need to enable them to do their job in compliance with the Code and Diageo policies. You must take personal accountability for creating an environment of trust in which people feel able to ask questions, raise concerns and report suspected violations without fear of reprisal. There will be disciplinary action for all levels of management for lack of diligence, supervision or leadership with regard to the application of the Code and Diageo policies. We expect temporary and contract employees, consultants, agents and any other third party who acts in Diageo’s name to act in accordance with the principles of the Code. If you are involved in retaining any such third party, it is your responsibility to ensure that they are made aware of the Code and our expectation that they act in accordance with its principles.

6

Q A

Why do we need a Code of Business Conduct?

The Code sets out Diageo’s commitment to conducting business in accordance with our purpose and values, all relevant laws and regulations and industry standards. It provides guidance on what is expected of each of us and references other Diageo policies and guidelines. Failure to comply with the Code or any Diageo policy is treated very seriously and may result in disciplinary action, up to and including dismissal.

Q A

Does the Code apply to everyone in Diageo? The Code applies to everyone working for Diageo worldwide regardless of location, role or level of seniority. We expect temporary and contract employees, consultants, agents and any other third party who acts in Diageo’s name to act in accordance with the principles of the Code. Every non-wholly-owned subsidiary and joint venture which Diageo controls should adopt a code of business conduct and policies aligned with those of Diageo. Where we participate in, but do not control, a joint venture relationship we will encourage our partners to meet the requirements of the Code in both the joint venture and their own operations.

Introduction

Getting help & advice None of us knows the answer to every question or what to do in every situation – we all need help and advice

Whenever we are unsure about the areas raised in this Code or any other matter, it is the right thing to do to ask questions and seek advice. In some instances it may simply be a case of confirming that the action we intend to take is the right one and in line with Diageo’s purpose and values. In others, it may be that we believe something to be taking place which is in breach of the Code or Diageo policies or may even be illegal. In any of these instances we should speak up. Where we believe there to be a violation of the Code, Diageo policies, or the law, we have an obligation to report the matter promptly through one of the routes described in this document. This is the case even where we do not necessarily have all the facts, as long as the report is made in good faith. Guidance is given throughout the Code as to who you can ask for further information or advice on particular subjects. On all matters you can go to your line manager to ask for help, raise an issue, or check on the right course of action. There may be occasions where you would prefer to speak to someone else in the first instance. In such situations, you can contact the Global Compliance & Ethics team, Legal or HR teams. The Global Compliance & Ethics team is there to answer your questions and can provide advice on who to contact regarding a particular subject. You can also contact them directly to report matters about which you are concerned. The team work closely with all other Diageo functions and will know who to inform or consult further on any matter you raise. They can be contacted on [email protected]

Q

Does the Code contain everything I need to know in doing my job?

A

No, the Code cannot detail everything you need to know in doing your job or every situation that you may encounter.

Getting help & advice

Every day we face situations that may be unfamiliar to us or where we are unsure as to the best course of action to take. We naturally turn to those we work with and trust to seek support and guidance in doing our job. Applying the Code, Diageo policies, and laws and regulations to our daily work is no different. No one is an expert in all matters or intuitively knows what to do in every situation.

You are responsible for learning about and conducting your work in accordance with Diageo’s values, the Code and Diageo policies, and all applicable laws. Diageo operates across many different countries each of which has its own local legal system. You need to ensure you understand and comply with local laws and regulations, in addition to the Code and Diageo policies. Other Diageo policies and guidelines, not specifically referred to in the Code that may be relevant to your job can be found on the Diageo intranet.

Q A

As a manager do I have additional responsibilities?

Yes. If you are responsible for managing people, you must lead by example and act as a role model for others. You need to ensure that anyone who reports to you receives guidance and training and the resources they need to protect themselves and Diageo. You are responsible for creating an environment of trust that encourages open discussion about compliance or ethical concerns and where people feel able to report suspected violations without fear of reprisal. If you are involved in retaining third parties to act in Diageo’s name, you must ensure that they are made aware of the Code and our expectation that they act in accordance with its principles.

7

Introduction

Getting help & advice (continued) Diageo SpeakUp

Getting help & advice

SpeakUp is a resource for all of us to use to raise areas of concern about compliance and ethics matters, or to make a report when we believe there to be a breach of the Code or Diageo policies.

Q

SpeakUp is managed by an external company, independent from Diageo, with staff who are trained to deal with your call, and translators who are immediately available to assist if required.

A

Issues to report can include knowledge of, or reasonable suspicion of, violations of legal, accounting or regulatory requirements, breaches of the Code or Diageo policies, or any questionable conduct or practice. Telephone numbers for SpeakUp and details of alternative ways of contacting the service can be found in the Contacts section of this document and on the Diageo intranet. If you feel more comfortable doing so, you can call anonymously. If you give your name, it will be kept confidential unless required to disclose it as a result of legal proceedings or a government investigation. When you contact SpeakUp, the external company will promptly send a confidential report to Diageo’s Global Compliance & Ethics Director who will follow up and ensure the issue is appropriately investigated. You will be given a unique report number which you can use to check on the action being taken in response to your report. Dependent on the nature of the issue, a formal investigation may be initiated. Diageo will not tolerate any reprisal for reporting a problem or assisting in an investigation. Anyone found to be involved in retaliation against an individual who has raised a concern in good faith will be subject to disciplinary action. The important thing is to speak up.

We are all expected to: • Speak up if we are unsure what to do in a situation and ask for help and guidance from our line manager or relevant Diageo team. • Always report promptly any potential or actual breaches of the Code or Diageo policies of which we are aware to our line manager, Global Compliance & Ethics team, Legal or HR teams or contact SpeakUp.

I don’t want to bother my line manager with lots of questions. What things do I really need to talk to him about? Your line manager is there to help you with any matter related to the Code and Diageo policies on which you would appreciate advice or if you are unsure about the right thing to do. Where you believe that the Code or a Diageo policy is or may be being broken you must report this. Your line manager is generally your first point of contact in such cases. However, there are other channels available to you – the Global Compliance & Ethics team, Legal or HR teams, or SpeakUp – if circumstances are such that you would prefer to speak to someone else.

Q

I’m thinking of contacting SpeakUp about something happening in my team but I’m worried my line manager will find out it was me who made the report. Will he be told?

A

Each report made through SpeakUp is handled confidentially. When you make a report you are given the option to remain anonymous. However, disclosing your name is likely to make it easier to conduct a thorough investigation. Your name will be kept confidential unless we are required to disclose it as a result of legal proceedings or a government investigation. Diageo will not tolerate any retaliation against an individual for raising a concern in good faith, making a report or assisting in an investigation.

8

Introduction

The way we work Embrace Diageo’s values; be proud of what we do and act with integrity

• conducting our business in accordance with all relevant laws, regulations and industry standards • complying with all laws and regulations governing the import and export of our products, including those related to customs, tax, duty free sales, embargoes and anti-boycott requirements • conducting business in a manner which is honest, sincere and trustworthy • acting in a truthful and co-operative manner in all government or legal investigations or those conducted internally • monitoring and reporting on our compliance with all relevant laws, regulations and industry standards

• ensuring every non-wholly-owned subsidiary and joint venture which Diageo controls adopts a code of business conduct and policies aligned with those of Diageo • actively encouraging our partners in the joint ventures that we do not control to meet the requirements of the Code in both the joint venture and their own operations • ensuring that third parties acting in Diageo’s name (including temporary and contract employees, consultants and agents) are made aware of the Code and our expectation that they act in accordance with its principles • actively encouraging our suppliers to meet the principles of the Code in their own operations and expecting all our suppliers to comply with the Diageo Partnering with Suppliers standards.

Q

How should I handle situations not covered by the Code?

A

You may face situations which are not explicitly covered by the Code and you are unsure of the correct course of action to take. In such situations it can be helpful to ask yourself some questions:

The way we work

Our purpose and values drive the way we work and define our business principles which are inherent in everything we do, every day, everywhere. We are committed to:

• Is the action legal? • Does it support Diageo’s values? • Could it expose Diageo to unacceptable risk? • Does it comply with the spirit of the Code and Diageo policies? • How would it appear to others – your line manager, colleagues or family? • Would you be comfortable if it was reported in a newspaper? • Does it feel right?

We are all expected to:

If you still have concerns, seek guidance – from your line manager, Global Compliance & Ethics team, Legal or HR teams or contact SpeakUp.

• Learn about and comply with the laws, regulations and Diageo policies which apply to our job. • Always seek advice and guidance if we are unsure about the course of action to take and encourage others to do the same. • Never judge or retaliate against an individual who raises an issue, reports a breach or participates in an investigation in good faith.

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OUR PRODUCTS

OUR PRODUCTS

Marketing & innovation We want Diageo’s marketing and promotional activities to be recognised as the best in the world

We are also passionate about our consumers and we recognise that alcohol beverages may be consumed irresponsibly, creating problems for the individual and for society. We must ensure that our brands are advertised and marketed responsibly. The Diageo Marketing Code applies to all of our activities that communicate about and market our brands. Central to it are that we: • do not target consumers under legal purchase age

• do not use high alcohol content as a dominant theme

• do not depict alcohol consumption in unsafe situations or before/during any activity that requires concentration

• do not associate our products with violence, anti-social behaviour or offensive themes

• do not encourage or condone excessive or irresponsible consumption

• do not promote alcohol as a medicine, or suggest that it enhances performance or sexual attractiveness, or is a requirement for social acceptance or success.

Digital media, such as websites, email and mobile phones provide us with new and dynamic ways to market to our consumers. The core principles of the Diageo Marketing Code apply equally to digital marketing and more traditional methods. To provide further guidance, the Digital Code of Practice has been developed to address specific standards for all of Diageo’s digital and promotional marketing activities.

We are all expected to: • Apply the Diageo Marketing Code and Digital Code of Practice to all marketing and promotional activities.

Q

I’ve been working on a marketing campaign for a new product. I’m concerned that some of the things we are saying are not entirely accurate. Should I raise the issue or not worry about it?

A

You should express your concerns to your line manager. No matter how small or insignificant the inaccuracy may appear it could be very damaging to Diageo’s reputation. We have a responsibility to our consumers to ensure that our marketing is always truthful and accurate.

Marketing & innovation

We are proud that our brands bring pleasure to millions of adults every day, all over the world, playing a unique part in the social lives and celebrations of many cultures.

Q

I have received a small number of complaints both internally and from the public that a recent local advertising campaign is culturally insensitive. I don’t agree. Should I just ignore them?

A

No, notify your line manager and your Corporate Relations team who will help to determine the best course of action. In addition, as a matter of course, any Diageo business that receives criticism of its marketing activities should inform the Diageo Corporate Relations team in London immediately.

• Ensure all marketing activities are in keeping with both the letter and the spirit of all applicable national laws. • Follow the approval process for all marketing activities as specified by our Diageo business unit and as detailed in the Diageo Marketing Code. • Pay special attention to applying both the Diageo Marketing Code and Digital Code of Practice to digital advertising and promotional activities. • Ensure third parties engaged in marketing and promotional activities on Diageo’s behalf are made aware of and apply the Diageo Marketing Code and Digital Code of Practice.

You can get further advice and support regarding marketing and promotional activities from your line manager, Marketing team, Corporate Relations team or Global Compliance & Ethics team. The Diageo Marketing Code and the Digital Code of Practice contain further information and guidance on this subject. Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

11

OUR PRODUCTS

Quality We are committed to enhancing and protecting our brands through application of the highest quality standards

Quality

We want to be the best and are passionate about ensuring our products are consistently of the highest quality. Our consumers should be able to trust in the quality, safety and purity of our beverages. The Diageo Quality Policy applies to all Diageo brands and associated products and covers all aspects of the supply chain from vendors to consumers. The standards set out in the policy apply to all Diageo businesses and joint ventures and should also be referred to when dealing with third party contractors and suppliers. All our vendors must meet our Quality Risk Management Standards. We mark our products to allow traceability throughout their storage and distribution. To ensure that we can properly respond to consumer enquiries and concerns, all Diageo businesses must have a consumer contact system and procedures to facilitate recall of products from consumers and resellers if necessary. All our sites are expected to drive improvements in quality performance, reduce quality risks and ensure regulatory compliance through the application of the Diageo Quality Policy and standards.

We are all expected to: • Comply with all product and quality legislation in the country of sale. • Adhere to the Quality Risk Management Standards where they apply to our work. • Always strive to ensure that our brands and associated products are safe for our employees, customers and consumers. • Ensure that business partners, including vendors and third party producers are managed according to the Diageo Quality Policy. • Follow the quality management system as implemented within our business unit or location. • Demonstrate our commitment to our core values, ‘Be the Best’ and ‘Passionate about Consumers’ through an unremitting focus on quality in everything we do.

You can get further advice and support regarding quality matters from your line manager or the Global Compliance & Ethics team. The Diageo Quality Policy contains further information and guidance on this subject. 12

Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

Q

We have received a report from a supplier that contamination may have occurred in a recent shipment of ingredients. The products which contained the ingredients have already been shipped to the customer. We have no definite evidence of contamination. Do we need to recall the products?

A

We have a duty to respond promptly to any concerns about product quality or safety, even if that requires the recall of products. You should raise the issue immediately with your line manager who will determine the appropriate course of action.

Q

I work on the production line and I’ve noticed some defective finished goods that are not within our normal tolerance levels. I’ve mentioned it to my line manager but he has told me not to worry as the defect is minor. Is he right?

A

No, he is not right. We strive to achieve the highest standards in everything we do. We want our customers to enjoy the best products we can produce and even a small defect could compromise this and potentially do damage to our reputation. You should contact the Global Compliance & Ethics team directly or call SpeakUp to report your concerns.

Sales to Diageo customers must be in full compliance with applicable laws

Diageo products – like those of many other consumer goods companies – are sometimes smuggled into markets by third parties without full payment of duties. Our people must not manage, promote, or otherwise allow themselves to become involved in this trade. Note that customers are entitled to import/export our products within the European Economic Area (EEA). It is an offence to do anything which prevents or limits parallel trade within the EEA and Diageo will take no such action. You can get further advice and support regarding International Trade and Free Zone Sales from the Global Compliance and Ethics team or Legal team. The Diageo Customer Management Guidelines contain further information and guidance on this subject.

We are all expected to: • Comply with all laws and regulations governing the import and export of our products. • Not manage, promote, or otherwise allow ourselves to become involved in the smuggling trade. • Not do anything which prevents or limits parallel trade within the EEA. • Seek guidance from the Legal team if in any doubt as to our commitments in regard to international trade & free zone sales.

Q

I have just received notice that one of our distributors has been convicted of money laundering. What should I do?

A

You should immediately stop accepting orders from the distributor and advise the Legal team. Upon notice, Diageo will not sell to persons/entities who are convicted of smuggling or money laundering.

International trade & free zone sales

We comply with all laws and regulations governing the import and export of our products, including those related to customs, tax, duty-free sales, embargoes, and anti-boycott requirements. Likewise, Diageo requires our free trade zone distributors, who sell our products for general re-export out of the country where their free zone is located, to comply with all applicable laws and regulations.

OUR PRODUCTS

International trade & free zone sales

Q

We have a lot of parallel product in our market. I would like to instruct Diageo’s free trade zone distributors not to sell to customers who might end up re-exporting the product to my market.

A

Our free zone distributors are required to comply with all applicable laws and to adhere to the terms of their contracts with Diageo. Diageo employees may not place additional restrictions on sales made by our free zone distributors. For instance, so long as they abide by all legal and contractual requirements, Diageo employees should not instruct our free zone distributors where or where not our products should go.

You can get further advice and support regarding international trade & free zone sales from your line manager, Legal team or Global Compliance & Ethics team. The Diageo Customer Management Guidelines contain further information and guidance on this subject. Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

13

PERSONAL INTEGRITY

The gifts & entertainment we give or receive should never create improper influence or give the impression of doing so

Reasonable business-related entertainment that is conducted in the interests of Diageo can be provided or accepted if it is occasional. You are required to obtain your line manager’s prior approval before accepting or offering any entertainment that could be regarded as excessive. Gifts that we give should be of modest value and preferably display a Diageo brand. Diageo discourages the acceptance of gifts by employees, except where this is clearly related to a business purpose. We must never offer or accept gifts of cash or cash equivalents such as gift certificates, loans, stock, or stock options. You must obtain your line manager’s prior approval if in any 12-month period, the value of the gifts you intend to give or receive will exceed: • £100* to or from any one entity or • £250* in total. We each have a responsibility to keep a record of the gifts and entertainment that we give to or receive from external parties as well as offers we have made which have been declined. Diageo does not consider as gifts nominal value items such as low-cost pens, key rings, or mouse pads, which are given occasionally. Note that, a bottle of a Diageo product is considered to be a gift not a nominal value item and should be recorded in a Gifts & Entertainment Register as well as in the relevant Diageo accounting system. Generally, refreshments and working meals provided in the course of undertaking business meetings on Diageo premises are not regarded as entertainment. Please refer to the Gifts & Entertainment FAQs for further guidance on this area. Seek advice from the Global Compliance & Ethics team or Legal team if you are in doubt as to whether something is considered a gift or entertainment. A Gifts & Entertainment Register template can be downloaded from the Diageo intranet or is available from the Global Compliance & Ethics team. Gifts & Entertainment Registers should be reviewed regularly by line managers to ensure they are up to date and accurate. Gifts and entertainment that are given must also be accurately recorded in the relevant Diageo accounting system. Particular caution should be applied in any dealings with government or military officials. No gifts or entertainment may be offered, given to, or paid for on behalf of, any government or military official, without the prior approval in writing of the Legal team. All gifts and entertainment to government or military officials must be recorded in a Gifts and Entertainment Register as well as in the relevant Diageo accounting system. More guidance on dealing with government officials is set out in the Bribery & Improper Payments section of this Code and in the Pre-approval Procedure & Guidance Note on Gifts or Entertainment for Government Officials.

Q

I would like to buy a gift for a supplier. I think it will be difficult and timeconsuming to organise the purchase through Diageo. Is it okay if I buy the gift using my own money and then claim it back on expenses?

Gifts & entertainment

The giving and receiving of gifts and entertainment have a role to play in building business relationships and generating goodwill. However, they should never create improper influence or obligate the recipient. We should not provide or accept excessive or inappropriate entertainment and must only ever offer or accept gifts occasionally and that are of modest value.

Personal integrity

Gifts & entertainment

A

Any gifts or entertainment given or received must not only be recorded in your Gifts & Entertainment Register but also properly accounted for within the appropriate company records. Even if you choose to buy the gift at your own expense and not claim this back, you are still offering the gift in your capacity as a representative of Diageo. You must therefore ensure that you seek the prior approval of your line manager if required and that the expense is properly recorded.

Q

I have been invited to the wedding of the daughter of a local government official. In my culture it is expected that guests will give cash gifts at the wedding. Given the circumstances is a cash gift acceptable?

A

Diageo is a global company and we will encounter cultural differences to which we have to be sensitive. However, providing cash gifts is prohibited regardless of the circumstances. It exposes the company and our employees to unacceptable risk. Offering an appropriate non-cash gift may be acceptable in these circumstances but you must discuss the matter with the Legal team and get their prior written approval before giving any gift.

* Or a lower value as specified by the Diageo Regional President as being appropriate for a particular country. You can get further advice and support regarding the giving and receiving of gifts and entertainment from your line manager, Legal team or the Global Compliance & Ethics team. A Gifts & Entertainment Register template can be downloaded from the Diageo intranet or is available from the Global Compliance & Ethics team. The Diageo Gifts & Entertainment FAQs and the Pre-Approval Procedure & Guidance Note on Gifts or Entertainment for Government Officials contain further information and guidance on this subject. Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

15

Personal integrity

Gifts & entertainment (continued) The gifts & entertainment we give or receive should never create improper influence or give the impression of doing so

Gifts & entertainment

We are all expected to: • Always consider whether the gifts or hospitality we plan to give or accept could be regarded as excessive or inappropriate, or lead to or imply any obligation. • Seek guidance from our line manager, the Global Compliance & Ethics team or Legal team if we are in any doubt on the above or are unsure as to what is regarded by Diageo as a gift or entertainment. • Obtain the prior approval in writing of the Legal team before offering any gifts or entertainment to, or paying for anything on behalf of, any government or military official. • Ensure details of all gifts and entertainment that we either give to or receive from external parties, as well as offers we have made which have been declined, are recorded on a Gifts & Entertainment Register. • Obtain the approval of our line manager if in any 12 month period we intend to give or receive gifts which will exceed the values specified above, or lower values applicable in our country. • Ensure that the gifts and entertainment we give are accurately recorded in the relevant Diageo accounting system. • Consider the customer’s, supplier’s or other third party’s policies regarding the acceptance of gifts or entertainment before offering them.

16

You can get further advice and support regarding the giving and receiving of gifts and entertainment from your line manager, Legal team or the Global Compliance & Ethics team. A Gifts & Entertainment Register template can be downloaded from the Diageo intranet or is available from the Global Compliance & Ethics team. The Diageo Gifts & Entertainment FAQs and the Pre-Approval Procedure & Guidance Note on Gifts or Entertainment for Government Officials contain further information and guidance on this subject. Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

We must not allow personal or family interests to lead us to do anything which is against the best interests of Diageo

Conflicts of interest can arise in many ways and we should always consider carefully situations in which our loyalty may be divided. The activities of family members or close relatives can cause conflicts. If a relative works for a customer, supplier or competitor, you must disclose this to your line manager. You should never be in a situation where you are able to hire, supervise, or affect the terms and conditions of a close relative. Outside employment and affiliations can result in conflicts of interest, for example, serving as an officer or director, or acquiring or maintaining an ownership interest in a customer, supplier or competitor of Diageo. Improper use of company assets can also be regarded as a conflict of interest. This may occur when an individual deliberately uses Diageo property or information for personal benefit or for the benefit of family or friends. Equally, using Diageo property or technology irresponsibly or for more than incidental personal use is in conflict with the interests of the company. Many actual or potential conflicts of interest can be resolved in an acceptable way for both the individual and the company. The important thing is to highlight the potential conflict to your line manager, Global Compliance & Ethics team or the Legal team so that an appropriate course of action can be agreed.

We are all expected to: • Avoid situations where our personal interests may conflict with those of Diageo. • Always disclose any conflicts of interest or potential conflicts of interest to our line manager, preferably in writing. • Never use our position within Diageo for personal benefit or to benefit a family member. • Safeguard and use Diageo assets appropriately.

Q

I have built up a good relationship over the years with one of our suppliers and I’ve been asked if I’d be interested in investing in the company. I think it would be a good investment as I’ve been impressed by their high standards. Is there any conflict of interest here?

Conflicts of interest

We all owe a duty of loyalty to Diageo. Where our personal, social, financial or political activities interfere or could interfere with our loyalty to the company, a conflict of interest may exist. Even the appearance of a conflict of interest can be damaging.

Personal integrity

Conflicts of interest

A

This may be a conflict of interest depending upon the nature of your role and the level of influence you have in selecting, or determining the terms and conditions upon which we deal with suppliers. You should discuss the situation with your line manager or the Global Compliance & Ethics team before committing to any investment.

Q

My nephew is looking to move jobs and there is an open position within my team for which I think he would be perfectly suited. I’m worried about suggesting him though, given our relationship. What should I do?

A

If you feel that your nephew is well qualified for the position and would be a good addition to the department you are encouraged to mention this to the hiring manager or relevant HR contact. However, you should have no involvement in the recruitment process and the position should not be one which you directly supervise.

You can get further advice and support regarding conflicts of interest from your line manager, Legal team, or the Global Compliance & Ethics team. Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

17

Personal integrity

Insider trading We must not trade Diageo or any other securities on the basis of ‘inside information’

Insider trading

Trading on the basis of ‘inside information’, often known as ‘insider trading’ or ‘tipping’ is a criminal offence in the UK, US and many other countries. Information about any listed company which is not generally available to the public and which could affect the market price of the securities of that company is inside information. Equally, anything to which a reasonable investor would attach importance in deciding whether to buy, sell or retain such securities, is also inside information, if it is not publicly known. It is each individual’s responsibility to ensure that they do not breach insider trading rules. The Diageo Dealing in Securities Code details the circumstances under which trading is prohibited or under which relevant sign off is required prior to share dealing. You must not buy or sell Diageo securities (stock or bonds) or those of any other listed company if you are in possession of inside information. Nor should you ask another person to do so on your behalf or advise others to do so on the basis of such information. In addition, you should never be involved in spreading false information or engaging in activities designed to manipulate the price of publicly listed securities, known as ‘market abuse’. If you have what may be inside information and are considering trading in a Diageo security you should contact Company Secretarial or the Legal team for advice.

We are all expected to: • Never buy, sell or engage in any other dealings in Diageo securities while being in possession of inside information. This applies even after leaving Diageo’s employment. • Never engage in any dealings involving any other company while in possession of inside information or confidential information about that company. • Never engage in market abuse by spreading false information or engaging in other activities designed to manipulate the price of publicly listed securities. • Refer to the Diageo Dealing in Securities Code and seek guidance from Company Secretarial or the Legal team before trading in Diageo securities, if there is a possibility of being in possession of inside information.

You can get further advice and support regarding insider trading issues from your line manager, Company Secretarial, the Legal team or the Global Compliance & Ethics team. The Diageo Dealing in Securities Code contains further information and guidance on this subject. 18

Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

Q

I am PA to one of the directors within the company and as such I have access to quite a lot of confidential information, although I don’t tend to read any of it in detail. I’d like to sell some of my Diageo shares but one of my colleagues suggested that I might not be able to because I have access to ‘inside information’. Is this true?

A

If you have information which is not generally available to the public and which could affect the share price or influence an investor, you may have inside information. However, it is not always the case that non-public information would be regarded as inside information. You should ask your line manager, Company Secretarial or Legal team for advice.

Q

I know that I am in possession of inside information and therefore am at times restricted in buying or selling Diageo shares. However, my brother has mentioned that he’d like to buy some shares in Diageo. I never talk to him about my work so is this okay?

A

You should be cautious in this situation and be clear that there is no information you have ever disclosed to your brother which could be viewed as inside information. You should discuss the situation further with Company Secretarial or the Legal team.

COMMERCIAL INTEGRITY

19

Commercial integrity

Bribery & improper payments We must never offer or accept money or anything of value to induce or reward favourable treatment for Diageo

Bribery & improper payments

Diageo will not condone, under any conditions, the offering or receiving of bribes or any other form of improper payments, including what are known as ‘facilitating payments’. Even the appearance of a breach of anti-bribery or anti-corruption laws could do significant damage to Diageo’s reputation. You should exercise particular care in dealings with government officials to ensure there can be no suggestion of impropriety. You should not give or promise anything, for example, money, services, gifts, excessive entertainment or loans that are or could be construed as intending to influence the decision of customers, suppliers, government officials or political representatives. In addition, Diageo will not permit the use of intermediaries, agents, subsidiaries or joint venture companies to give, or promise to give anything to such people on behalf of Diageo or yourself. No payments, gifts or entertainment may be given to, or paid for on behalf of, any government or military personnel or other official without the prior approval in writing of the Legal team. We must never offer gifts of cash or cash equivalents, such as gift certificates, loans, stock, or stock options to anyone. Most countries have laws which make it illegal to engage in bribery and corruption. Diageo is listed on the UK and US stock exchanges and consequently, all of our operations, regardless of their location, are subject to certain UK and US legislation, in addition to any local laws and regulations. A breach of any of these laws is a serious offence which can result in fines for the company and imprisonment for individuals. Diageo companies across the world are subject to the UK Bribery Act that makes it illegal to pay or accept bribes in the public or private sectors, with the bribery of a foreign public official being a specific offence. This includes ‘facilitating’ or ‘grease’ payments. These are small payments or gifts given to a government official in order to get the official to do something legal, for example, release a cargo shipment where all the paperwork is in order and there is no legal reason for the official to delay the release. In addition, under the UK Bribery Act, it is an offence for commercial organisations, such as Diageo, to fail to take the action required to prevent bribery. US authorities apply the US Foreign Corrupt Practices Act (FCPA) to non-US firms, such as Diageo, that issue publicly traded securities in the US. The law prohibits the bribery of foreign officials and Diageo employees must comply with the provisions of the FCPA in all countries in which Diageo operates. Contravention of the Act can result in severe penalties for the company and for individuals. It is important to recognise that any improper activity or suggestion of improper activity in any country in which Diageo operates can have implications for Diageo globally. If you are in any doubt as to the appropriateness of a payment, or transfer of anything of value, which you are considering making or authorising you should contact the Legal team or Global Compliance & Ethics team before acting.

You can get further advice and support regarding issues of bribery and improper payments from your line manager, the Legal team or the Global Compliance & Ethics team. The Diageo Anti-bribery & Corruption Guidelines and the Diageo Consultants/Lobbyists Toolkit contain further information and guidance on this subject. 20

Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

Q

I was told I have to pay a gratuity to a minor government official to get our products cleared through customs. We are under pressure to get the delivery to the customer as soon as possible and it’s not against the law in my country. What should I do?

A

Diageo must not provide gratuities to officials to ensure execution of official duties. The UK Bribery Act makes it illegal to pay ‘facilitating’ or ‘grease’ payments for UK companies. Even in countries where these payments are not against the law, Diageo strictly prohibits them. Seek the advice of your line manager or the Legal team to determine legally acceptable alternatives to secure the release of the goods.

Q

I’ve been told that the best way to get the permits I need from a foreign government is to hire a consultant to take care of it for me. I’ve met him and he’s asked for $50,000 as a retainer. Do I need to worry about what he does with it, as long as we get the permits?

A

Yes, you have a responsibility to ensure that proper due diligence is carried out before engaging anyone who will be interacting with government officials on Diageo’s behalf. Before the consultant is hired, it is essential that you engage with Diageo Legal in order for proper due diligence to be performed and for appropriate contractual requirements to be put in place if the engagement is able to proceed after the due diligence process. Please refer to the Diageo Consultants / Lobbyists Toolkit for further guidance.

• Never offer or accept bribes, including ‘facilitating payments’ or any other form of improper payments. • Never make, offer or promise to make a payment or transfer anything of value, including the provision of any service, gift or entertainment, to government, military personnel or other officials, without the prior written approval of the Legal team. • Never solicit or accept any gift, payment or other advantage from any person in return for providing any improper business or other advantage.

Bribery & improper payments

We are all expected to:

Commercial integritY

Bribery & improper payments (continued)

• Never do anything to induce or facilitate someone else to breach these standards and always report any violations or suspected violations.

You can get further advice and support regarding issues of bribery and improper payments from your line manager, the Legal team or the Global Compliance & Ethics team. The Diageo Anti-bribery & Corruption Guidelines and the Diageo Consultants/Lobbyists Toolkit contain further information and guidance on this subject. Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

21

Commercial integrity

Competition & anti-trust We must adhere to all laws intended to protect and promote free and fair competition around the world

Competition & anti-trust

Diageo operates within the laws and regulations of each country in which we operate. This means that we must comply with all anti-trust and competition laws which apply to our business. These laws which regulate dealings with competitors, customers, distributors and other third parties are different around the world. Depending on where you work, the laws that apply to you may vary. For example, customers are entitled to import/export our products within the European Economic Area (EEA). It is an offence to do anything which prevents or limits parallel trade within the EEA and Diageo will take no such action. It is important to be aware that these laws can cover conduct outside the country. For example, some competition laws, such as the US and EU anti-trust laws, can apply even when the conduct occurs outside the borders of the relevant country or countries.

Q

I bumped into the Marketing Director of a competitor at a conference and we got talking. He asked me how we were finding the market and whether we thought we could increase prices this year. What should I do?

A

You have to be very clear with the individual that you are not prepared to discuss pricing or anything else of a confidential commercial nature.

The penalties for breaching competition and anti-trust laws can be severe with large fines and potentially prison sentences for those convicted of anti-competitive behaviour. Some of the main principles are summarised here. However, you must familiarise yourself with and always follow the guidelines on competition and anti-trust laws for your particular market. In addition, we should always deal honestly and fairly with all our consumers, suppliers, employees, competitors and other stakeholders. We should not misrepresent material facts or use deceptive practices to gain unfairly.

Competitors Competition laws around the world prohibit agreements with or soliciting of agreements with a competitor to fix prices, set any terms of sale, production levels, divide up markets, customers or territories, or to boycott any customer. Such communication with competitors through intermediaries (customers, suppliers or consultants) is also prohibited. Contact with competitors in the context of social engagements, trade associations or industry advertising codes must not involve discussion of the areas highlighted above. Trade associations must never be used as a forum to agree a common approach to a customer or devise an ‘industry solution’ to a commercial issue such as pricing, discounts or promotions. In gathering competitive information, always follow the Diageo Know the Competition Guidelines and always comply with applicable laws. Do not seek or accept confidential information from competitors. You must not use deception, misrepresentation, or inducement to encourage customers, suppliers or former employees of competitors to provide information that they should keep confidential.

You can get further advice and support regarding competition and anti-trust issues from your Legal team, Procurement team or the Global Compliance & Ethics team. The Diageo Competition & Anti-trust Policy contains further information and guidance on this subject. 22

Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

Q

In negotiations with a large customer they made it clear that they will not accept any price increase from us until they know when they will see retail price increases on the shelves in other retailers. What should I do?

A

Explain that you will not discuss the confidential terms or pricing plans of their competitors and that to do so would be illegal. If the customer persists, you should contact the Legal team who can help to resolve the issue.

Many countries prohibit any attempt to agree resale prices, fix a minimum price or incentivise customers to follow pricing recommendations. In addition, certain countries prohibit or limit a supplier from imposing conditions of sale that can exclude competitive products or limit a customer’s scope of resale. You must follow the Diageo Competition & Anti-trust Policy, relevant regional anti-trust guidelines and the advice of your Legal team to ensure you understand what practices are acceptable.

Competition & anti-trust

Customers

Commercial integrity

Competition & anti-trust (continued)

We are all expected to: • Familiarise ourselves with and always follow the Competition and Anti-trust Guidelines for our particular market. • Never talk with or share information, directly or indirectly, with competitors to fix prices or other terms of sale, set production levels, divide up markets, customers or territories, or to boycott any customer. • Never discuss with competitors details of pricing, costs, profits, margins, trading terms, marketing and distribution plans or new product launches. • Always report to the Legal team any instance where a competitor has raised with you any of the subjects described above, either formally or informally.

You can get further advice and support regarding competition and anti-trust issues from your line manager, Legal team, Procurement team or the Global Compliance & Ethics team. The Diageo Competition & Anti-trust Policy contains further information and guidance on this subject. Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

23

Commercial integrity

Money laundering We comply with money laundering prevention laws and do not condone, facilitate or support the laundering of ‘dirty money’

Money laundering

Money laundering is the criminal practice of filtering money which has come from illegal activities through a series of transactions in order to ‘clean’ it and give it the appearance of being from legitimate sources. Each Diageo business unit must have ‘Know your Customer’ procedures to determine the identity and legitimate operations of customers, and maintain procedures to prevent acceptance of suspicious payments. Knowing your customer is a continual process and, as a minimum, customer data must be reviewed once a year. We all need to be vigilant of circumstances that may indicate improper transactions or what are referred to as ‘red flags’. These would include occasions when a customer is unwilling to provide personal or business background information, wishes to receive or disburse funds into or from multiple accounts, wishes to pay with large amounts of cash or appears unconcerned with price, commissions or other transaction costs. It is Diageo’s policy not to accept as payment for goods, cash in excess of US$10,000* (per single sales transaction or series of related sales transactions), travellers cheques, third party payments whether by cheque or electronic transfer, or money orders. Payments from customers must be drawn on bank accounts titled in the name of the invoiced customer. Similarly, it is also Diageo’s policy that any payment by Diageo to a vendor, supplier or other third party must be made to a bank account titled in the name of the contracted vendor, supplier or other third party. Any exceptions to these policies must be pre-approved in writing by either the Legal team or the Global Compliance & Ethics Director. It is the responsibility of local management to ensure that Diageo conducts business in accordance with all local legal requirements, including compliance with any currency reporting requirements. The Legal team can give you further advice on our Anti-Money Laundering Policy.

We are all expected to: • Ensure we follow the ‘Know your Customer’ processes detailed in the Diageo Anti-Money Laundering Policy. • Bring to the attention of the Legal team any suspicious transaction that may contravene Diageo’s Anti-Money Laundering Policy. • Seek the pre-approval of the Legal team or the Global Compliance & Ethics Director before accepting as payment for goods, cash in excess of US$10,000* (per single sales transaction or series of related sales transactions), travellers cheques, third party payments whether by cheque or electronic transfer, or money orders. • Be alert to any changes in customer details, circumstances and profiles and notify these to the Finance team. • Conduct business in accordance with any local legal requirements, including any currency reporting requirements. * Or a lower value as specified by the Diageo Regional President as being appropriate for a particular country. You can get further advice and support regarding anti-money laundering from your line manager, Legal team or the Global Compliance & Ethics team. The Diageo Anti-Money Laundering Policy contains further information and guidance on this subject. 24

Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

Q

One of our customers has asked if he can pay through a mix of different accounts using a combination of cash and cheques. Is this okay?

A

You should be especially careful with these sorts of transactions as it could indicate money laundering. Remember that Diageo cannot accept cash in excess of US$10,000* for any one sales transaction or series of related sales transactions, nor can we accept third party cheques. Inform your line manager or Legal team before responding to the customer.

Q

We have a customer we know well and have been dealing with for many years without any problem. I recently asked them to update their information but it hasn’t been forthcoming. Should I be concerned?

A

Yes. Although there may be an innocent explanation, you cannot be certain. We need to keep our customer data current to avoid opening Diageo up to involvement in any illegal activity. Notify your Legal and Finance teams if you are not able to verify a customer’s data at least once a year.

Commercial integrity

Accurate reporting & accounts The financial and non-financial information we create and maintain must be true, complete and accurate

Honest, accurate and objective recording and reporting of information, financial and nonfinancial, is required not only to meet legal and regulatory requirements but to fulfill our responsibilities to our shareholders and the public and to enable us to make informed decisions about our business. We must comply with all laws and external accounting standards and ensure that the information we supply to Diageo’s auditors, regulatory agencies, and government bodies is accurate, complete and provides a true and fair view of the financially reported period. All transactions and contracts must be properly authorised, in line with the relevant Statement of Authority, and accurately and completely recorded. Accurate reporting of Diageo’s financial information includes appropriate recognition of sales and profit. Any activity aimed at artificially inflating or shifting sales or profit between reporting periods may result in a misrepresentation of our position and is unacceptable. We must ensure that we act with complete integrity in our travel and expense claim submissions. Claims must be compliant with the relevant local policy, relate to legitimate business expense and be accurate. Any falsification of expense claims will be treated extremely seriously. We must never make a false or misleading entry into any report, record or expense claim. Falsifying records and accounts or misrepresenting facts may constitute fraud and in addition to disciplinary action, could result in civil and criminal penalties for the individual and Diageo.

We are all expected to: • Create and maintain complete and accurate accounts, data and records. • Be vigilant in identifying and reporting any potential misrepresentation of Diageo accounts, data or records or any incidence of potential fraud or deception. • Demonstrate integrity and diligence in submitting our travel and expense claims and in approving those of others. • Ensure that any contractual commitments which we make on behalf of Diageo are within the scope of our delegated authority.

Q

I’ve been travelling a lot with work recently and I’ve lost some of my receipts. I’ve heard of colleagues in the same position adding a few fictitious receipts of the same value to make sure they don’t end up out of pocket. I’m sure this is okay, isn’t it?

A

No, it’s not okay. It means that the expense reports are inaccurate which ultimately results in inaccurate accounts. The fact that you are aware of others acting in this way does not make it acceptable. You should talk to your line manager to discuss a resolution to your current situation and also highlight your concern that this may be common practice. In future, take care to ensure you keep your receipts safe.

Accurate reporting & accounts

We must ensure that any data, information or records which we create or for which we are responsible are correct and accurate. Such information can take many forms, ranging from the Diageo Annual Report to our personal travel and expense claims.

Q

We are approaching the end of our reporting period and my line manager has asked me to offer to pay a couple of our customers to buy product now rather than in the next period. I don’t think it will have any negative impact on the customer to bring these purchases forward. Is this okay?

A

No. Using aggressive marketing to increase sales in a period is okay but practices that effectively shift the next period’s sales to the current period for the purpose of meeting targets are not acceptable. There may be legitimate reasons for both Diageo and our customers to wish to increase levels of stock outside of normal trade but such activity must always be driven by clear commercial reasons.

You can get further advice and support regarding accurate reporting & accounts from your line manager, Finance team or the Global Compliance & Ethics team. The Diageo Group Statement of Authorities contains further information and guidance on this subject. Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

25

Commercial integrity

Data privacy We apply the highest standards in protecting the personal information that we collect in our business activities

Data privacy

Diageo holds personal data about employees, customers and suppliers, consumers and other individuals, including prospective and former employees. In particular, this information is held in email systems, HR and marketing databases. We must respect the confidential nature of any personal data we gather and we have a responsibility to keep it secure. Each Diageo business unit and third party that collects and processes personal data on Diageo’s behalf must comply with our Global Data Privacy Policy and all other relevant policies, guidelines, binding rules and procedures. In some countries, compliance with data privacy regulations is required by law and any failure to do so can result in financial and criminal penalties for the individual and Diageo. We may implement additional policies or guidelines in order to satisfy local data privacy laws and regulations. Personal data which we hold must only ever be used for Diageo business purposes and we must ensure it is: • fairly and lawfully obtained and managed

• processed in line with an individual’s rights

• processed only for limited or stated purposes

• securely stored

• accurate, relevant and not excessive

• not transferred to other countries without adequate protection.

• not held for longer than is necessary

We are all expected to: • Only use personal data to which we have access for Diageo business related reasons and ensure its use is fair and lawful. • Ensure we comply with all applicable local data privacy laws and other requirements referred to above in addition to the Diageo Global Data Privacy Policy. • Ensure that individuals who provide personal data are made appropriately aware of who will have access to the data and for what purpose. • Refer to the Legal team all formal statutory or regulatory requests or complaints by individuals to access personal information relating to them. • Ensure that any copying or distribution of personal data (e.g. to third parties) is necessary. Do not initiate significant data processing activities (such as direct marketing) without considering data privacy implications. • Make use of training materials and advice and participate in privacy compliance checks as required from time to time.

You can get further advice and support regarding data privacy from your line manager, Legal or IS teams or the Global Compliance & Ethics team. The Diageo Global Data Privacy Policy contains further information and guidance on this subject. 26

Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

Q

I found some documents left in a meeting room that contained the salary details of my colleagues. I don’t want to get anyone into trouble but I think people need to be more careful with information like this. What should I do?

A

If it is clear where the documents came from you should return them as soon as possible to the relevant owner by confidential means or, if not possible, to HR. You also have a duty not to disclose any confidential information you may have inadvertently read.

Q

It will be my colleague’s 50th birthday next week and I’d like to send her a surprise gift. I asked HR for her home address as I wanted to get it delivered rather than carry it into work. I was told that wasn’t possible due to data privacy laws. Is this right?

A

Yes, it is. Diageo has an obligation to protect the privacy of all employees and although it may be that your colleague would have no objection to you obtaining her home address for this purpose, the HR team cannot make this judgement on her behalf and as a result must decline your request.

EMPLOYMENT

Health, safety & security EMPLOYMENT

Each of us should behave in a manner that promotes a positive safety culture and openly challenge unsafe behaviour

Health, safety & security

We are all expected to adopt a proactive, co-operative attitude towards the health, safety and security of Diageo employees, customers and suppliers, and others working at or visiting Diageo property. It is our intention that everyone goes home safe, every day, everywhere. All our operations must be conducted in compliance with applicable health and safety laws and regulations, company standards and best practice in workplace health, safety and security. We take all reasonable and practical steps to ensure that the premises where our employees work are secure and provide a zero harm working environment. Each of us should be aware of applicable Diageo safety programmes and safety and health regulations and be appropriately trained for our role, in order to conduct our activities in a safe, healthy and responsible manner. We will act to mitigate risks which arise from deliberate or accidental breaches in our physical security or threats to our people. We are committed to continual improvement in our Occupational Health & Safety Policy management and performance and we monitor our progress against health and safety objectives, targets and best practice to ensure this.

We are all expected to: • Follow the Diageo Occupational Health & Safety Policy and Diageo Physical Security Policy, as applied to our location and type of work. • Challenge unsafe behaviours of others in a timely manner to demonstrate that unsafe behaviours are unacceptable. • Promptly report accidents, incidents, near misses, non-compliance with regulations or anything else posing a risk to health, safety and security. • Understand the hazards associated with our own job and those associated with our colleagues’ jobs. Manage the risks responsibly and ensure any required health and safety training has been completed. • Integrate health, safety and security considerations into our day-to-day working activities. • Make sure we know what to do if an emergency occurs at our place of work.

You can get further advice and support regarding health, safety and security from your line manager, Occupational Health & Safety Officer or local Facilities team. The Diageo Occupational Health & Safety Policy and Diageo Physical Security Policy contain further information and guidance on this subject. 28

Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

Q

I’m organising a meeting for our team at an out of office venue and I’m currently developing the agenda. I’ve been told that I need to go through the emergency procedure information at the beginning of the meeting. It doesn’t sound like a very exciting way to start. Is it really necessary?

A

Yes, it is. We have a responsibility to ensure safe and secure working conditions for all our employees when on Diageo business even if this business is conducted outside of Diageo premises. Spending a few moments outlining the fire and evacuation procedures for the venue will help to protect your colleagues should an emergency occur.

Q

I recently tripped on some loose floor covering. I didn’t hurt myself but someone told me I should report it anyway. However, I don’t want to jeopardise our safety record. What should I do?

A

You should always bring to the attention of your line manager, Occupational Health & Safety Officer or local Facilities team, any near misses or hazards that could have caused an accident. By so doing, we can rectify problems before they can cause serious accidents and ensure a safe working environment for all.

EMPLOYMENT

Discrimination & harassment We value diversity and are committed to a respectful and fair working environment for all

In all aspects of employment, we will treat individuals justly, solely according to their abilities to meet the requirements and standards of their job. We must do so without regard to factors such as race, religion, colour, ethnic or national origin, disability, sexual orientation, gender, age or marital status. We will make reasonable job-related accommodation for any employee with a disability when notified that this is required. We will not tolerate employees being subjected to physical, sexual, racial, psychological, verbal, or any other form of harassment or abuse. Diageo will ensure procedures are in place to detect failures to live up to this standard and to deal with them swiftly and effectively. We recognise the diverse skills and contributions of our workforce and will ensure that individuals are justly and fairly remunerated for their contributions to the company. We acknowledge and promote a healthy balance between employees’ working and home life and respect the commitments they have outside of the work environment.

We are all expected to: • Ensure we do not discriminate against any individual or group based on factors which are irrelevant to their ability to do their job. • Never engage in any form of harassment or abuse, or any behaviour that could be viewed as offensive, intimidating, malicious or insulting. • Support and promote Diageo’s commitment to diversity, individual contribution and a fair and harassment-free workplace. • Ensure that consumers, suppliers and other business partners are aware of Diageo’s commitment to diversity and equal opportunity.

Q

I’ve been asked to undertake interviews for a role within my team. In my mind I’m clear that the job could not be done by a young female as it involves travel to countries where the environment is challenging. However, two of the candidates are young females. Should I turn them down without interview?

Discrimination & harassment

As Diageo employees we all have the right to expect that our dignity and human rights will be respected and that we will be treated fairly in carrying out our work.

A

By doing so you would be not only breaching Diageo’s Global Resourcing Policy but potentially also breaking the law. If the young female candidates have the ability and are qualified to perform the role, you must not discriminate against them and should interview them and consider them for the role without regard to their age or gender.

Q

My line manager can be very intimidating and sometimes even personally insulting to people in my team. I know he has high standards and wants us to perform well but it is impacting the morale of the team and a couple of people are talking about leaving. I’m worried that if I report it, I might just make the situation worse. What should I do?

A

Behaving in a bullying and intimidating way is unacceptable, regardless of the circumstances or an individual’s position within the organisation. You should raise the matter with your team’s HR contact, the Global Compliance & Ethics team or you can use SpeakUp to make a report. Diageo will not tolerate any reprisal against an individual for raising an issue or making a report in such situations.

You can get further advice and support regarding discrimination or harassment issues from your line manager, HR team or the Global Compliance & Ethics team. The Diageo Global Resourcing Policy and the Diageo Human Rights Policy contain further information and guidance on this subject. Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

29

Responsible drinking EMPLOYMENT

We are committed to ensuring our consumers and employees understand the nature and effects of alcohol

Responsible drinking

Diageo brands are enjoyed by millions of consumers around the world every day. Our approach is based on the following key principles: • to set world-class standards for responsible marketing and innovation • to combat alcohol misuse, working with others on initiatives to reduce alcohol-related harm • to seek to promote a shared understanding of what it means to drink responsibly. We collaborate with other leading drinks companies and industry-funded organisations around the world to help remind consumers to drink responsibly at all times. We are committed to ensuring that as employees we understand the nature and effects of alcohol. We are ambassadors for our brands and can enhance Diageo’s reputation by showing a responsible attitude to drinking. In contrast, if we drink irresponsibly or commit offences related to the misuse of alcohol, we put Diageo’s reputation at risk. We have a global programme for all employees on the enjoyment and responsibility of drinking, which is called DRINKiQ. DRINKiQ.com is Diageo’s global resource to help combat alcohol misuse and promote information on responsible drinking through the sharing of best practice tools, information and initiatives. The Diageo Employee Alcohol Policy sets out the support that is provided to employees, the standards that are required and the consequences, both for the individual and for the business, when these standards are breached.

Q

We recently went away as a team and stayed at a hotel. After dinner in the bar one of my colleagues drank too much and started behaving rudely towards the hotel staff. I was embarrassed as were others who were with me. Her line manager had left earlier and so didn’t witness the incident. Should I just keep quiet about it?

A

No, you should not. As employees of Diageo we have a duty to be role models for the responsible use of alcohol. Inappropriate behaviour of this kind could be highly damaging to Diageo’s reputation and is treated extremely seriously. You should report the matter to your line manager or HR team, or alternatively contact SpeakUp.

Q We are all expected to: • Behave in a way that enhances our corporate reputation. We are proud of our products and of the way we carry out our business. We need to be mindful of this reputation and show a responsible attitude to drinking. • Ensure that our performance at work and judgement are never impaired by alcohol. • Always obey alcohol related legislation in our market and never put ourselves or others at risk by drinking and driving. • Seek medical advice or counselling from an occupational health centre or from an external agency, if dealing with an alcohol related problem.

You can get further advice and support regarding responsible drinking from your line manager, Corporate Relations team or the Global Compliance & Ethics team. The Diageo Employee Alcohol Policy contains further information and guidance on this subject. 30

Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

One of my colleagues is regularly calling in sick, disappearing and is making mistakes in his work. He insists everything is fine but I have reason to suspect he may have an alcohol problem. I want to help but am worried that it’s none of my business. What should I do?

A

Such situations can be uncomfortable and it often feels easier to ignore the situation and hope it improves. However, this is probably not in the best interest of the individual or Diageo. Discuss your concerns with your line manager if you feel comfortable doing so or contact SpeakUp.

COMPANY ASSETS

Company assets

Brand protection We must protect Diageo’s brands and intellectual property rights and avoid infringing the rights of others

Brand protection

Intellectual property laws protect Diageo’s valuable assets – our trademarks, copyrights, patents, trade secrets, domain names, and related rights. These assets assure our consumers that the Diageo products they buy are genuine. Trademark and related laws protect our brands. Copyrights protect our communications, unique advertising messages and designs. Our trade secrets, such as recipes, distilling processes, price lists and customer lists, enable us to offer consumers unique products and provide a competitive advantage in the marketplace. Our patents protect our inventions, such as our unique technologies and production methods. Infringing products are products that lead consumers to mistakenly confuse them with, or falsely link them to, Diageo products. These can range from similarly named and/or designed alcohol beverages, to unrelated products using similar names, logos, packaging shapes, trade dress, colours or designs. Counterfeit products are products that claim, falsely, to be one of our products. They often re-use (refill) or copy our packaging. The contents of these products are often inferior and can sometimes even be dangerous. We all need to be alert to and report any suspected counterfeit or product infringements promptly so that we can take action and limit any potential negative impact on Diageo. The Operation Copycat intranet site provides further information on reporting suspected counterfeit or product infringements. If you are involved in developing products, advertising or promotion campaigns you should contact the Legal team before any details are published or any samples or products are shown to the public or to suppliers. As we expect our intellectual property rights to be respected, we must respect the intellectual property of other organisations.

Q

I was recently on holiday and saw in a local shop a product which looked so similar to a Diageo one that I initially mistook it for being our brand. I think people who don’t know our brands as well as me could be confused. Should I do anything about it?

A

Yes, protecting our brands is critical to maintaining our reputation and the goodwill of our customers. If possible, you should buy the product and pass this and other relevant details to the Legal team immediately on your return. However, you should not compromise your safety and security in any way and should never identify yourself as a Diageo employee in such a situation.

Q

A couple of my friends had one of our products in a bar recently and both thought that it didn’t taste right. Should I report this?

A We are all expected to: • Report any potential infringements through the Operation Copycat intranet site or directly to the Legal team. • Always consult the Legal team regarding securing Diageo’s rights when working with suppliers to create intellectual property on our behalf. • Ensure we do not use any names, designs or other materials that a consumer might associate with another organisation or their brands without first seeking the advice of the Legal team and obtaining permission if required. • Never download, copy, distribute, post on a website or use any materials covered by another person’s or organisation’s copyright without obtaining permission.

You can get further advice and support regarding brand protection from your line manager, the Legal team or the Global Compliance & Ethics team. The Operation Copycat intranet site contains further information and guidance on this subject. 32

Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

Yes, you should report the matter through Operation Copycat or contact the Legal team or Global Corporate Security team directly so that they can investigate further. Infringements of our products can take many forms and it is possible that the product may have been tampered with or could have been a counterfeit. We have an obligation to protect both our consumers and our brands.

Proper protection of our confidential information is vital to protecting Diageo’s brands, reputation and business

We should never share Diageo’s confidential information with non-Diageo employees, unless those third parties are bound by confidentiality obligations. This applies even if we leave Diageo and for as long as the information is not generally available to the public. Internally, we should consider carefully with whom we share confidential information, restricting it to those that need to know in order to carry out their work. In this way we can avoid inadvertent disclosures outside the company. Diageo classifies its information in accordance with the information’s sensitivity and value. The four classifications of information are Diageo Public, Diageo Internal, Diageo Confidential and Diageo Highly Confidential. All information that is not in the public domain must be labelled as Diageo Internal, Diageo Confidential or Diageo Highly Confidential. We must also respect the confidential information of others. We should never seek to obtain or disclose the confidential information of other companies, whether it comes to us directly or from third parties.

Q

I’ve recently started working for Diageo. My uncle works in the same industry and is keen to talk about the differences and similarities between our two companies. I’m excited about working for the company and want to talk about it but how much can I say?

Confidential information

Many of us have access to confidential information through the work we do. This could include business plans, financial data, details of innovation, marketing or sales programmes, new products, merger or acquisition activity, senior management changes or a range of other information.

Company assets

Confidential information

A

You should be cautious even with a close member of your family. We want you to talk about Diageo and be an ambassador for the company but you can do that without revealing confidential information. Ask yourself whether the information you are sharing is available to the general public through the media, our websites or our marketing and promotional information. If not, you should not discuss it with anyone outside of Diageo.

We are all expected to: • Never discuss confidential information with non-Diageo employees, unless those third parties are bound by confidentiality obligations. • Be mindful of the unintentional disclosure of confidential information through conversation or the use of documents in public places. • Encrypt any Diageo information that is placed on USB media or CDs/DVDs or that we intend to send outside of Diageo by email. • Only use internet websites that have been approved by Global Information Security for storing, sending or processing Diageo information. • Notify the Legal team immediately if we become the recipient of the confidential information of another company. • Never accept, solicit or divulge confidential information from or about any third party, including customers.

Q

I’ve just joined Diageo from a competitor and brought with me lots of information which I think would be useful to the company. Given that it relates to work with which I was involved personally, is it okay to share it with my new team?

A

Not if the information is of a confidential nature. Even after you have left the company the information remains confidential if it is not publicly available. You have been hired on the basis of your experience and expertise not for the confidential information to which you have access.

You can get further advice and support regarding the treatment of confidential information from your line manager, the Legal team, the Global IS team or the Global Compliance & Ethics team. The Diageo Information Classification Policy contains further information and guidance on this subject. Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

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Company assets

Information security We must be diligent in protecting the security of Diageo’s information systems and the information stored on them

Information security

Lack of diligence by an individual can lead to a breach of our information security affecting the whole company. Everyone who uses the Diageo digital systems – employees, contractors, consultants and other people with temporary access – must ensure that these resources are used appropriately and in line with our Global Information Security Policies. Diageo’s digital resources, including systems, software, office equipment, telephone and email services are intended to be used for conducting Diageo’s business. Incidental or occasional personal use of such assets is acceptable so long as it does not interfere with you performing your job. However, you should not expect privacy if you conduct personal business using company resources, subject to legal consideration. Diageo may monitor the use of its telephones, computers and email systems and see the information that you create or exchange with others. We must all follow the guidance provided in the Global Information Security Policy related to computer usage, password and access codes, security measures and information handling.

We are all expected to: • Never share our username or password. • Ensure we do not access, download, create or forward email, documents or images that may cause offence or distress to other persons. • Ensure we do not install or use, hardware or software on any Diageo system that has not been specifically approved by the IS team. • Never send information to anyone who contacts you claiming to be a Diageo employee but asks for information to be sent to a non-Diageo email address. You should also notify Global Information Security. • Always save important data on the network based drives for reasons of data security and data recovery. • Ensure that all our personal data maintained in Diageo’s systems, such as the Global Directory and Diageo One is current and accurate.

You can get further advice and support regarding information systems usage and security issues from your line manager, the Global IS team ([email protected]) or the Global Compliance & Ethics team. The Diageo End User Computer Use Policy contains further information and guidance on this subject. Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp. 34

Q

I am going on holiday and someone will temporarily cover my role. As it is only for two weeks it doesn’t seem worth getting her a network user ID and password as she can just use mine. Is this okay?

A

No, you should never share your user name and password even if it seems that this would be the most efficient thing to do. Not only does it breach Diageo policy, but it potentially puts you at risk if someone acts inappropriately while using your username and password. Plan ahead and ask your IS team to create a new user name for the individual before you go on holiday.

Q

I am going to be travelling a lot over the next few weeks and don’t really want to have to take my laptop. I know I’ll be able to get access to my personal email over the internet so can I just set up a rule in my Diageo inbox to forward all my email to my personal address?

A

No, you should not forward Diageo emails to a personal address when you do not know the content. Emails could contain confidential information normally protected by the Diageo digital security systems, which would not be the case with your personal email account.

Our records must be correctly managed to satisfy legal and regulatory requirements and protect Diageo’s interests

Whenever we create, collaborate on or communicate data and records we must exercise care, and follow the Diageo Communication and Document Production Guidelines and appropriate confidentiality, privacy and security requirements. We are required by laws, regulations and business requirements to retain records for certain periods of time depending on their nature. The Diageo Global Records Retention Policy and individual policies, procedures and schedules applicable to each business unit explain the legal and business requirements relating to the retention of our records. It is very important that records (including email) relating to reasonably anticipated or pending litigation or a regulatory investigation are not destroyed, even if they would be normally. Our Legal and Tax teams will notify relevant employees when this happens and their instructions must be followed carefully.

Q

My email inbox is full and I can’t send or receive any more mail. I don’t have the time to go through each email and I’ve got documents I need to send urgently. I’ve decided to delete all the emails with attachments as these are taking up the most space. This is the best solution, isn’t it?

Records management

Our records contain valuable information for use by the business and to provide evidence of our actions, decisions and obligations. Records can be documents and data in many formats and media, including paper, film and electronic, and may be held within IT systems and computers as well as in offices and stores. We must ensure that the records for which we are responsible are correctly managed, from creation to disposal, including those held for us by third parties.

Company assets

Records management

A

No, you need to review what you retain and what you delete against the records retention schedule relevant for you. In future, try and manage your email more effectively. File documents as you receive them and regularly review what can safely be deleted based on your retention schedule.

Q We are all expected to: • Ensure that we maintain complete and accurate records for the business activities for which we are responsible. • Understand and follow the Records Retention Policy, procedures and schedules relevant to our records, including the Diageo Communication and Document Production Guidelines. • File records correctly (both paper and electronic), transfer them to storage if and when appropriate, and review them regularly to identify those due for disposal in accordance with policy. • Comply fully and immediately with any legal requirement to suspend normal disposal of records (and other information sources) because of litigation or a regulatory investigation.

I’ve inherited documents and emails from my predecessor which could have been destroyed as their normal retention period has expired. Now I’ve heard there might be a legal case and I’m not sure they’d be helpful so I’m thinking of destroying them before it starts. Is this okay?

A

No, it is not. Whether or not the legal case has started or you have been contacted by our lawyers, you must preserve information that could be relevant, even if in normal circumstances, you could have destroyed it, in accordance with our policies. In this situation, destroying or altering records can have very serious consequences. Consult the Legal team for further advice.

You can get further advice and support regarding records management from your line manager, Legal team, the Records & Information Management Compliance team (contact [email protected]) or the Global Compliance & Ethics team. The Diageo Global Records Retention Policy, individual business units’ policies and the Diageo Communication and Document Production Guidelines contain further information and guidance on this subject. Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

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EXTERNAL ACTIVITY

External activity

External communications Everything we do, everything we say, and everything our stakeholders say about us defines Diageo’s corporate reputation

Each of us has regular contact with one or more of these stakeholder groups in undertaking our daily work. However, it is important that in doing so the Diageo Communications & Media Policy is followed and the advice of the Corporate Relations team or the Investor Relations team is sought where appropriate. Diageo’s day-to-day contact with the media, government, NGOs, communities and our employees is managed by the Corporate Relations team – globally and in the markets. Investor interaction is managed by the Investor Relations team. We must direct all media and investor enquiries to these teams.

Q

I have just received an invite to speak at an industry conference. I think it would be a great marketing opportunity for Diageo. I’d like to accept. Do I need to check with anyone first?

A

Yes, you should discuss the invitation with your line manager and Corporate Relations team before accepting. You should always be careful to seek the appropriate approvals when you are representing or seen to be acting as a spokesperson for Diageo.

External communications

In today’s interconnected world, it is crucial that stakeholder communications are managed according to processes and rules which are well understood across Diageo. By ‘stakeholders’ we mean investors, employees, media, community, government, commercial partners, customers and consumers.

The Diageo Global Communications & Media Policy provides further information on our approach to managing communications with our stakeholders.

Q We are all expected to: • Refer all media enquiries to the appropriate authorised person or Corporate Relations team. • Avoid speaking to the media unless specifically authorised to do so by a member of the Corporate Relations team. • Avoid acting as a spokesperson for Diageo, its people, brands or performance, without first consulting a member of the Corporate Relations team. • Ensure all media announcements and press releases are approved in advance by an appropriate member of the Corporate Relations team. • Refer any approach by an investor or financial analyst to the Investor Relations team.

I read an article in a newspaper the other day which stated certain things about Diageo‘s business that I know are wrong. Should I contact the newspaper to correct them?

A

No. You should always be alert to reporting about the company which is incorrect or misleading, but it is not your responsibility to seek to correct such inaccuracies. You should raise the matter with your line manager or contact the Corporate Relations team directly.

You can get further advice and support regarding external communications from your line manager, Corporate Relations and Investor Relations teams or the Global Compliance & Ethics team. The Diageo Global Communications & Media Policy contains further information and guidance on this subject. Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp. 37

External activity

Political activity

Political activity

As part of doing business, Diageo engages with governments, public interest groups, industry associations and a broad range of other similar bodies around the world. In doing so, we must ensure we comply with all laws governing political activity.

We should not engage in contact with government or political organisations or individuals on Diageo’s behalf without approval

We must not engage in lobbying or have contact with legislators, political candidates, regulators, government employees or public interest groups without the direction of the Corporate Relations team and where appropriate the Legal team. None of us should make payments on Diageo’s behalf to political candidates or parties or to support political activities, except in very special circumstances and with the prior approval of the Global Corporate Relations Director and the Global Compliance & Ethics Director. If you intend to provide gifts or entertainment to government or political organisations or individuals, you need to follow the guidance set out in the Gifts & Entertainment section of this Code. Diageo recognises each employee’s right to participate as an individual in political activities. However, these activities must be kept separate from the workplace. Diageo funds or resources must not be used to support such activities without the prior approval of the Global Corporate Relations Director and the Global Compliance & Ethics Director. In particular, Diageo disassociates itself from any political or religious activity that incites extremism or undermines our commitment to cultural diversity and equal opportunity.

We are all expected to: • Talk to the Corporate Relations team or Legal team before engaging in contact with government, regulators, legislators or lobby groups on Diageo’s behalf. If you intend to provide gifts or entertainment to government or political organisations or individuals, you need to follow the guidance set out in the Gifts & Entertainment section of this Code. • Never make payments to political parties or candidates on Diageo’s behalf without prior approval from the Global Corporate Relations Director and the Global Compliance & Ethics Director. • Keep personal political activities separate from work activities and do not use company time or resources to support them. • Consider if any personal political activity could be open to the misinterpretation that it is undertaken on Diageo’s behalf.

You can get further advice and support regarding political activity from your line manager, Corporate Relations team or the Global Compliance & Ethics team. 38

Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

Q

A former colleague is standing as a candidate for local government and is having a fundraising dinner. He’s asked if some of my colleagues and I would like to take a table at the event. Is this okay?

A

Diageo respects the right of its employees to personally support political or charitable activities as long as this activity is not associated with Diageo. You are at liberty to attend the dinner in a personal capacity. However, if a group of employees attend the event it could be misinterpreted that Diageo is supporting the candidate and so it would be best to avoid such a situation.

Q

I’ve been contacted by a government committee and asked to attend a hearing as an expert witness. What should I do?

A

You should notify your line manager and contact the Corporate Relations team promptly who will advise you how to respond. If you do attend, the Corporate Relations and Legal teams will support you in preparing for the hearing.

We are committed to playing an active and positive role in our communities and we encourage employees to do the same

Inherent in our Code is the belief that countries and communities in which we operate should benefit from our presence. We believe that by being active and caring about the communities where we operate we can best meet our social responsibilities and bring about positive change. Diageo is committed to investing in community programmes. However, we should not make charitable or community contributions on Diageo’s behalf without the approval of the Global Corporate Relations Director. Appropriate criteria must be used to select the charity and decide the amount of the donation. In addition, care must be taken to ensure compliance with accounting and tax requirements. The Diageo Corporate Citizenship team provides expertise and support to our business units on Diageo’s community investment programme, including focus areas and funding criteria. While financial contributions are important, active involvement can often achieve much more in our communities, whether through the time and skills of our people or supplying surplus products and other ‘in-kind’ resources. We encourage the involvement of all  employees in community initiatives because it not only benefits each project but also fosters team spirit and enhances individuals’ capabilities and experience. 

We are all expected to: • Reflect Diageo’s care for and commitment to the communities in which we operate in undertaking our work. • Seek the prior approval of the Global Corporate Relations Director before making charitable contributions on Diageo’s behalf. • Take particular care when considering making charitable or community donations at the request of customers or business partners.

Q

A customer has asked if Diageo would be prepared to offer some office space to host an event they are organising for a charity as their premises are not sufficiently large. Can I agree?

A

You should speak to your line manager and business unit head before making any commitment. Diageo encourages the support of community and charitable activities but it is important to ensure alignment with Diageo criteria particularly given that the request has come via a customer.

Community & charitable activity

Diageo’s business activities directly affect the lives of millions of people around the world. This brings a responsibility to ensure that all those with a stake in Diageo can benefit from the relationship. Being socially responsible and investing in our communities is at the heart of being ‘proud of what we do’.

External activity

Community & charitable activity

Q

I’m involved with a programme to support local schools in helping children to improve their reading. They are currently looking for new volunteers and I am thinking of asking my colleagues whether they would like to get involved. Is this okay?

A

We want to encourage employees to pursue issues which are important to them and their communities. In everything we do we must take care that our actions are not misinterpreted as an attempt to market our products to those under legal purchase age. If you are in any doubt consult your local Corporate Relations Director.

You can get further advice and support regarding community & charitable activity from your line manager, local Corporate Relations team or Global Compliance & Ethics team. Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp. 39

External activity

Human rights

Human rights

Diageo recognises its responsibility under the Universal Declaration of Human Rights to use our influence to promote and protect human rights and to ensure that our business operations do not contribute directly or indirectly to human rights abuses. Diageo is also a signatory to the UN Global Compact.

We have a responsibility to promote and protect human rights and freedoms in everything we do

The Diageo Human Rights Policy sets out the global minimum standards we apply in interactions with employees and the communities within which we operate. We seek to establish and adhere to clear ethical standards for ourselves and foster similar standards in all third parties who act with us or on our behalf. In particular, we expect our suppliers to meet all applicable legislation and the Diageo standards on Partnering with Suppliers. Diageo does not make use of, nor will we have partners who make use of any form of forced or compulsory labour. We will employ people under the age of 18 only in compliance with local law and UN Global Compact guidelines and will not employ children under the age of 16. For any Diageo employee under the age of 18, we will pay particular attention to their vocational training and development needs. We respect the right of employees to join or not to join trade unions, and generally to join together for the purpose of promoting common goals. Where the right to freedom of association and collective bargaining is restricted under law, we support the development of parallel means of consultation and of independent and free association. All our employees have the right to expect that their basic human identity and dignity are fully respected in the workplace and we reject any form of discrimination. Neither will we tolerate any form of harassment, bullying or abuse.

We are all expected to: • Always respect the human rights of those with whom we work and come into contact as Diageo employees. • Encourage partners, suppliers and other third parties to adopt similar standards with respect to human rights.

You can get further advice and support regarding human rights issues from your line manager, Procurement team or Global Compliance & Ethics team. The Diageo Human Rights Policy and Diageo standards on Partnering with Suppliers contain further information and guidance on this subject. 40

Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp.

Q

I heard informally that one of our suppliers is under investigation for using forced labour. We haven’t heard this from the supplier and I’m not aware of any previous problems. Should I ignore the rumours?

A

No, Diageo will investigate the matter further even though the rumours may turn out to be wrong. Talk to your line manager, Procurement team, Global Compliance & Ethics team or Legal team who will advise on the appropriate action.

Q

We are considering working with a supplier but we are concerned that the wages they pay to their employees, are below the normal level for the industry. The supplier has agreed to address this if they are awarded the contract. Given this commitment, is it okay to go ahead?

A

Diageo expects its suppliers to pay fair wages in line with the norms for the industry and market and not to require anyone to work excessive hours, particularly where this might impact personal health or safety. You should raise the issue with your line manager and seek guidance from the Procurement team on the appropriate action to take.

We are committed to operating in an environmentally responsible way to protect and enhance our people, brands and the communities in which we work and live

We seek to comply with the spirit as well as the letter of applicable environmental laws and regulations with regards to the environment. Where none exist, we set ourselves appropriately high standards. Throughout our operations, we will consider the environmental implications of every major business decision that we make. In doing so, we seek to support environmental sustainability and biodiversity. We are committed to driving down the environmental impact of our operations through the efficient use of resources, transport planning, the reduction of waste and emissions and the careful handling of hazardous substances. We will educate and motivate our employees to conduct activities in an environmentally responsible manner and we encourage our business partners, suppliers and contractors to do the same. We engage our key stakeholders, including employees and communities, in dialogue on our environmental programmes and monitor our performance against best practice to ensure continuous improvement. Our environmental standards apply to all locations and aspects of our business.

We are all expected to: • Demonstrate a commitment to the environmental standards as outlined in the Diageo Environmental Policy and the Diageo standards on Partnering with Suppliers. • Support local environmental sustainability initiatives such as energy saving or waste reduction programmes and challenge unsustainable activities if they occur. • Work with our suppliers to develop appropriate environmental management systems which reflect Diageo’s commitment to reducing the environmental impact of the supply chains of which we are a part.

Q

I am passionate about environmental issues and I question why we don’t do more to reuse and refill bottles in the market in which I work. Why is this?

Environment

We aim to achieve continuous improvement in environmental performance, concentrating our efforts on areas of greatest impact at our manufacturing, distribution and large office sites.

External activity

Environment

A

Diageo recognises that waste occurs when consumers dispose of our bottles, cans and other containers. Our marketing teams and agencies follow guidelines intended to balance the functionality of our packaging with a need to minimise its environmental impact. Refillable glass bottles may be environmentally the best solution in some cases, for example, for beer which is consumed near where it is brewed. However, they may not be economically sustainable for spirits shipped between countries or at risk from counterfeiters.

Q

My business unit has instigated an initiative to encourage us to only print documents when necessary. I prefer to look at things in hard copy rather than on the screen so won’t be following this approach. Is this okay?

A

Diageo respects the environment and seeks through a range of initiatives to minimise its environmental impact. Reducing our usage and waste of materials is one of the ways of doing this. Although you may prefer to operate in a certain way, we all have a responsibility to try to change our behaviours where required to support Diageo’s environmental strategy.

You can get further advice and support regarding environmental matters from your line manager, local Corporate Relations team or Global Compliance & Ethics team. The Diageo Environmental Policy and Diageo standards on Partnering with Suppliers contain further information and guidance on this subject. Don’t forget, you can always discuss concerns or make a confidential report using SpeakUp. 41

CONTACTS

Contacts & links Contacts

You can contact the Global Compliance & Ethics team to ask for advice on who to speak to regarding a particular issue. You can also report to the team matters about which you are concerned.

Contacts & links

Guidance is given throughout the Code as to who you can ask for further information or advice on a particular subject. On all matters you can go to your line manager to ask for help or raise an issue.

Global Compliance & Ethics team Lakeside Drive, Park Royal London NW10 7HQ United Kingdom Tel: +44 (0) 20 8978 6000 Email: [email protected]

The Code & Diageo policies The Code of Business Conduct is available in the following languages, copies of which can be downloaded from the Diageo intranet or are available from the Global Compliance & Ethics team:

• French

• Dutch

• Japanese

• Spanish

• German

• Chinese (Traditional)

• Italian

• Russian

• Chinese (Simplified)

• Portuguese

• Greek

• Korean

• Hungarian

• Turkish

• Vietnamese

• Polish

• Thai

• Hindi

All the policies referred to in the Code and other Diageo policies and guidelines, which may be relevant to your job, can be found at www.diageocodesandpolicies.com. You can obtain details of how to access this website from the Global Compliance & Ethics team.

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Diageo plc Lakeside Drive, Park Royal, London NW10 7HQ United Kingdom Tel +44 (0) 20 8978 6000 www.diageo.com Registered in England No. 23307

This policy was revised August 2010 version 2