Vendor Code of Conduct and Ethics

1. Introduction

OSB GROUP PLC and its subsidiaries (together, the Group) is committed to operating its business in an ethical and honest way. This Vendor Code of Conduct (the Code) reflects the social, environmental and economic values that it expects those who provide goods and services to relevant UK based Group entities to abide by.

This Code applies to:

1. third party suppliers; and
2. any material sub-contractors and nth party suppliers nominated within the contract between the Group and the third party supplier

The Group expects all third parties to maintain this Vendor Code of Conduct and Ethics in relation to their own employees, agency staff, contractors, sub-contractors, suppliers and business partners.

Third Parties are expected to be able to demonstrate or attest their compliance with this Code by way of relevant processes, codes, policies and statements. The Group expects third parties to have robust management information systems and processes to ensure that they are able to appropriately manage and mitigate the relevant risks within their organisation.

The Group expects third parties to provide a safe, healthy, and sanitary working environment and comply with UK health and safety laws and any other relevant laws in the jurisdiction where it operates.

The Group reserves its right to audit a third party supplier’s adherence to this Code. Third parties who are deemed as operating within higher risk supply chains will be specifically asked to acknowledge their agreement to the Code. By agreeing to this Code, third parties are expected to comply with all applicable relevant laws and regulations in force from time to time. If there is any conflict between any applicable laws or regulations, the Code or any relevant contractual agreement between the third party and the Group, the third party shall meet the most stringent standard or legal requirement.

Where there are concerns or proven breaches within the supply chain, the Group may work with the third party to embed an improvement plan. Failing that, steps may be taken to adjust the supply chain accordingly including the termination of contractual agreements where relevant.

The Group reserves its right to modify the Code from time to time.

2. Labour and Human Rights

The Group adheres to the International Labour Organisation Fundamental Conventions. The Group also respects freedom of association and the rights of employees to be represented by trade unions or work councils and to engage in collective bargaining.

The Group expects each member of its workforce and other stakeholders to be treated with dignity and respect. Third parties shall comply with all applicable anti-slavery, and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015.

The Group does not tolerate any form of forced or child labour and as such expects third party suppliers to adhere to the following principles:

1. Workers shall not be subject to forced, prison, bonded, indentured, slave, trafficked or compulsory labour in any form. This includes any form of child labour.
2. Workers shall be treated in accordance with all applicable national laws and regulations at all times. This extends to local or national government policies including health and safety laws, working hours, any relating to a pandemic outbreak which may include social distancing and the payment of statutory sick pay to workers who are having to isolate.
3. Workers must have the right to terminate their employment freely, as appropriate, following a reasonable period of notice in accordance with applicable laws and collective agreements and without the imposition of any improper penalties.
4. Workers shall not have their identity or travel permits, passports or other official documents or any other valuable items confiscated or withheld as a condition of employment.
5. Fees or costs associated with the recruitment of workers (such as fees related to work visas, travel costs and document processing costs) should not be charged to workers; and workers must not be required to repay debt through labour. Workers are still entitled to receive wages for completed work regardless of any order cancellations during and after a pandemic outbreak. Workers shall not have any deductions from their wages as a disciplinary measure.
6. Workers shall not be under the minimum age requirement in accordance with applicable national laws.
7. Workers shall not be discriminated against or harassed on the basis of any characteristic contained within the Equality Act 2010 including age, pregnancy, disability, gender reassignment, marital status (including civil partnership), race, religion or belief, sex or sexual orientation. This includes the Worker Protection (amendment of Equality Act 2010) Act 2023.
8. Workers shall not be subject to harsh or inhumane treatment including, but not limited to, physical punishment, physical, psychological or sexual violence or coercion, verbal abuse, harassment, intimidation or discrimination.
9. Workers shall be able to access and be free to file grievances to their employers about the employer's treatment of them. Workers shall not suffer detriment, retaliation, or victimisation for having raised a grievance. New and adapted procedures should be implemented if necessary.
10. Where it is necessary to recruit workers who are engaged via a third party or where workers are sourced to be employed directly, only reputable employment agencies on agreed contractual terms shall be engaged. Rigorous checks during the recruitment process should take place to ensure that workers are not being exploited in a period of high demand. The Group does not engage individuals directly on zero hours contracts and is supportive of suppliers who adopt a similar stance.

The Group endorses the UN Declaration of Human Rights and supports the UN Guiding Principles of Business and Human Rights. The Group publishes its annual Modern Slavery Statement on its website in accordance with the Modern Slavery Act 2015.

The Group is formally accredited as a UK living wage employer and expects regular third party suppliers to ensure that their employees are paid at least the relevant UK national living wage.

3. Diversity, Equity and Inclusion

The Group believes that a diverse and inclusive workforce brings benefits to the business as people work better when they can be themselves and feel that they belong. The Group remains cognisant of the effect that structural defects within society can have on individuals reaching their full potential and recognises that everyone starts from a different position. The Group is committed to providing an inclusive working environment that is free from discrimination, harassment or victimisation and ensuring that no one is treated less favourably due to union membership or any protected characteristic according to the Equality Act 2010 including the Worker Protection (amendment of Equality Act 2010) Act 2023.

The Group has a zero - tolerance approach towards any form of bullying & harassment including sexual harassment and will deal with any allegations robustly. The Group expects third parties to adopt a similar approach and take reasonable steps to safeguard their employees against all forms of bullying & harassment including but not limited to sexual harassment.

The Group expects all third parties to:

1. encourage and abide by principles of diversity and inclusion in all aspects of their operational activities including but not limited to recruitment and promotion practices and relevant diversity training for all employees;
2. have operational processes in place to ensure reasonable adjustments are made for those who require them under disability discrimination law;
3. remain cognisant of socio-economic conditions in the local communities including safeguarding against the displacement of indigenous people; and
4. foster a culture of inclusiveness at all stages of the employment/engagement relationship including but not limited to recruitment practices.

To contribute to a sustainable future, the Group aligns with but not limited to various organisations and initiatives, including:

• Living Wage Foundation

• UN Environment Programme

• UN Global Compact

• Taskforce on Climate-related Financial Disclosures

• Carbon Disclosure Project (CDP)

4. Whistleblowing

The Group is committed to the highest standards of openness, probity and accountability. All of the Group’s employees and stakeholders are encouraged to voice any concern about wrongdoing or suspected wrongdoing in the workplace. The Group’s whistleblowing arrangements endeavour to manage whistleblowing cases fairly, consistently and in a way which protects individual whistleblowers. It is not necessary for an employee to have worked for the Group for a certain amount of time before raising a concern.

The Group expects all third parties to maintain robust whistleblowing processes, but any person concerned about unethical working practices, or a breach of this Code may report their concerns on a confidential basis by email to whistleblowing@osb.co.uk.

Individuals who raise concerns are encouraged to provide as much detail as possible, so that the issues that they raise can be investigated. Employees can raise their concerns about wrongdoing or malpractice within the Group, without fear of victimisation, subsequent discrimination or dismissal. We recognise that whistleblowers may be worried about possible repercussions from raising a concern and will only be prepared to raise their concerns on an anonymous basis. We commit to investigate anonymous allegations as thoroughly as possible taking remedial action where necessary.

Third parties are widely encouraged to ensure their employees, sub-contractors and nth parties feel supported to contact their whistleblowing hotline. Third parties should make employees aware of how they can report issues within the supply chain. Third parties shall not take any form of retaliation or discriminatory actions in response to good faith reported breaches.

As the Group is a regulated entity, all individuals and management within the supply chain are reminded that they are able to disclose a reportable concern either simultaneously or consecutively to the Financial Conduct Authority (FCA) and/or Prudential Regulation Authority (PRA). Employees are encouraged to raise any concerns with the Group in the first instance, but this does not preclude them from making a disclosure directly to the FCA and/or PRA using the details set out below.

5. Anti-Bribery and Corruption

The Group is committed to acting professionally, fairly and with integrity in all its business dealings and relationships; and expects the same of its third parties. The Group expects third parties to not indulge in unfair business practices or anti-competitive behaviour.

The Group takes its responsibility to act in accordance with the law and to prevent bribery and corruption extremely seriously and promotes zero tolerance to any form of tax evasion, bribery, corruption or irregularity.

The Group expects third parties to comply with all applicable laws, statutes, codes and regulations relating to the prevention of tax evasion (including but not limited to the Criminal Finances Act 2017), bribery and corruption (including but not limited to the Bribery Act 2010). Therefore, third parties must ensure that they have policies in place to stop all types of bribery, corruption and the facilitation of tax evasion and that their employees, contractors and third parties abide by local laws and legislation including but not limited to any sanctions in place. Third parties must not engage in any activity that could reasonably be considered to facilitate tax evasion.

6. Fraud

The Group is committed to preventing fraud. The Group expects third parties to refrain from engaging in fraudulent activity or any conduct that could facilitate fraud.

The Group takes its responsibility to act in accordance with the law and to prevent fraud extremely seriously. The Group expects third parties to take their responsibilities to prevent fraud equally as seriously and to adopt a zero tolerance to fraud within their workforce and their dealings with customers, suppliers and other stakeholders.

The Group expects third parties to comply with all applicable laws, statutes, codes and regulations relating to the prevention of fraud (including but not limited to the failure to prevent fraud offence under the Economic Crime and Corporate Transparency Act 2023). Therefore, third parties must ensure that they have robust policies, procedures and controls in place to prevent fraud and the facilitation of fraud, and that their employees, contractors and third parties abide by all relevant laws and regulations, including any applicable sanctions.

7. Data protection and Information Security

When processing data on the Group’s behalf, third and nth parties shall comply with all data protection laws and requirements including the UK GDPR and the Data Protection Act 2018.

Third Parties are expected to have robust security measures in place to safeguard against unauthorised access to their systems and to ensure the confidentiality and integrity of their data and any data processed on the Group’s behalf.

8. ESG strategic commitments and Values

The Group are committed to working with suppliers who share our focus on environmental responsibility and sustainable business practices. We recognise that our supply chain plays an important role in reducing our overall environmental impact, and we expect all partners to operate in a way that protects natural resources, minimises waste and limits carbon emissions. Suppliers are encouraged, where reasonably practicable, to adopt practices that promote efficient energy consumption, responsible and ethical sourcing, the use of sustainable materials, and environmentally responsible operational processes.

We expect suppliers to comply with all relevant environmental laws and regulations, and to continuously seek opportunities to improve their environmental performance. This includes managing environmental risks, reducing pollution, promoting recycling and circular economy practices, and supporting the transition to a low carbon economy. By collaborating with suppliers that uphold these values, we aim to build a more resilient, responsible, and sustainable supply chain that contributes positively to our customers, our communities, and the environment.

Further information regarding the Group’s Environmental, Social and Governance (ESG) commitments and our expectations of third parties is available on our website.