Code of business conduct

Introduction

Our Code of Business Conduct is consistent with the Santa Fe DNA, our values of drive, quality, integrity and people, our beliefs underpinning the DNA, as well as our commitment to the United Nations Global Compact which Santa Fe has been a signatory of since 2010. We are also members of FIDI and adhere to the FIDI Anti-Trust Charter (copy is attached at Appendix A).

We know that the success of Santa Fe depends directly on the behaviour of each employee. The Code guides the thinking and conduct of our employees so that we always do the right thing wherever we operate around the world.

The Code is also a visible statement that Santa Fe is committed to conducting our business honestly and ethically. This is what our people, our customers and the communities we work among expect and trust us to do.

Who the code applies to

Every Santa Fe employee, worker and contractor (“employee”) is required to act responsibly and follow the Code.

It is also fundamental to our global business that we can expect and rely on our partners, suppliers, agents and consultants who works on Santa Fe’s behalf to follow the principles of the Code when providing goods and services to Santa Fe or acting on our behalf. We will take appropriate measures in all events, where we discover that the Code has not been adhered to.

Employee responsibilities

Every employee has a responsibility to:

• Read, know and follow the Code.
• Certify annually. Complete an annual certification that you have complied with the Code.
• Think before you act. Use good judgment and act honestly and ethically.
• Follow the law and Santa Fe policies and values. Understand the laws and regulations that apply to your job and to Santa Fe’s business and act in accordance with them and Santa Fe’s policies and values.
• Do the right thing. Have the courage to do the right thing, even when it is the hardest thing.
• Ask for help. If you are unclear about whether you should do something, ask your manager for guidance.
• Stay alert. Pay close attention to any activity that is inconsistent with the Code, the law and Santa Fe policies and values.
• Speak up. Raise questions and report any concerns you have (see page 6).

Additional management responsibilities

If you are a manager you also have a responsibility to:

• Model the Code and our values. Lead by example by making ethical decisions and showing honesty and integrity in everything you say and do.
• Talk about the Code and our values. Discuss the Code and our values with your team members and ensure they understand them and the compliance risks that apply to their position.
• Expect the best. Discuss the importance of ethics and compliance and let your team members know that you expect them to always do what is right.
• Engage and create a “speak up” culture. Create a respectful and inclusive environment of openness, honesty and transparency, where your team members are encouraged to speak up.
• Take action. Look out for misconduct and report it (see page 6 for details).

Failure to adhere to this Code can result in termination of employment without notice and may involve criminal prosecution.

Santa Fe’s values

The Santa Fe DNA

We enable people and organisations to work, live and thrive in new places around the world.

Our mission is to deliver exceptional relocation experiences for our customers.

Human and Digital. Consistent and Compliant. Global and Local.

The experience is enriched by the integrity, drive, quality and passion of our people.

We make it easy

How to make good decisions

If the right thing to do is not clear, ask yourself:

• Is it in the spirit of the Code?
• Is it consistent with Santa Fe’s values?
• Is it consistent with Santa Fe’s DNA?
• Is it legal?
• Does it follow Santa Fe policies?
• Does it benefit the Santa Fe group as a whole and not just one part?
• Would you like it to be on the front page of a newspaper?

If you answer “yes” to all of these questions, it’s probably OK.

If you answer “no” or “maybe” to any of them, then ask your manager for guidance.

Santa Fe’s Code of business conduct rules

At Santa Fe we:

1. protect privacy and confidentiality;
2. do not engage in bribery, corruption and fraud;
3. comply with sanctions and embargoes;
4. compete fairly and promote competition;
5. avoid conflicts of interest;
6. treat people with fairness, respect and dignity and give everyone equal opportunity; and
7. protect our health, safety, security and the environment.

1. Protect privacy and confidentiality

a) Personal information

We are committed to protecting the privacy and confidentiality of our employees and our customers. Santa Fe is also subject to various local privacy and data protection laws, such as the General Data Protection Regulation (GDPR).

This means we must always keep all personal information secure and confidential and only disclose it if permitted by applicable law and/or with the clear and express consent of the relevant person.

We must only collect the personal information that we need for a legitimate business purpose, and we must only use that information for that purpose and in accordance with Santa Fe’s privacy policy https://www.santaferelo.com/privacy-policy.

We must limit access to personal information to those Santa Fe employees or business partners who genuinely need to see it to perform their jobs. We must secure personal information and only keep it for as long as we need it.

Be aware that there are data protection law restrictions on the countries where personal information can be transferred. If you have any data protection questions, please email dataprotection@santaferelo.com.

Ensure you are appropriate, objective and respectful when writing comments about people.

Privacy and confidentiality is about good information handling practice. It only takes 1 breach or oversight to compromise our customers’ personal information and cause significant reputational damage to Santa Fe.

b) Santa Fe’s commercial, non-public information

We must protect Santa Fe’s commercial, non-public information, e.g. our business plans, financial information such as pricing and costs, our operational information, our customers, suppliers and business partners, and keep it strictly confidential. This confidentiality obligation continues even after you are no longer employed or engaged by Santa Fe.

2. Do not engage in bribery, corruption and fraud

a) Bribery and corruption

Bribery is…. to offer, receive, promise or give any undue financial or other advantage, whether directly or through intermediaries, to a public official, individual or organisation in order to obtain or retain business or other improper advantage.

Similarly, corruption is … dishonest or fraudulent conduct by those in power, typically involving bribery.

We take a zero tolerance approach to corruption, extortion and bribery. We also follow local anticorruption and bribery laws.

We must not pay any “kickbacks” – an unearned reward following favourable treatment.

We must not make any “facilitation payments” – sums of money paid to an official to speed up or “facilitate” their actions. Sometimes referred to as “grease” or “speed” payments.

We prohibit all bribes, made to anyone and anywhere in the world, no matter how small the amount.

A problematic area can be gifts, hospitality and entertainment. Santa Fe believes in fairness and honesty in business dealings and so we must not solicit or accept any personal benefits in relation to Santa Fe business unless they are proper and appropriate and of less than USD$100 in value.

Finally, there are some types of gifts that are never acceptable. These include cash, securities, and personal cheques or payments to or for the benefit of individuals.

b) Fraud

Fraud is… deliberate deception to secure unfair or unlawful gain or to deprive another person of a legal right.

3. Comply with sanctions and embargoes

Sanctions and embargoes are … political trade restrictions put in place against target countries with the aim of maintaining or restoring international peace and security.

Santa Fe can only do business in countries that have an appropriate risk profile. Due to the comprehensive sanctions currently in place, Santa Fe does not and cannot do business in Cuba, Iran, North Korea, Syria or North Sudan.

4. Compete fairly and promote competition

Santa Fe believes in free and fair competition while striving to deliver superior commercial solutions to our customers. We follow competition (or “anti-trust”) laws in every country where we operate. We never seek a competitive advantage through unethical or illegal practices and avoid even the appearance of unfair competition.

a) Anti-competitive agreements

We must not enter into anti-competitive agreements, including price fixing, market allocation (or “partitioning”), bid-rigging, agreements to restrict supply (or “outputs”) or excluding competitors or new entrants. These agreements undermine effective competition and are illegal.

Agreements do not need to be written or binding: even a verbal informal agreement can breach competition law. Any action that appears compromising could be used as evidence of anti-competitive behaviour by competition authorities.

Price fixing is… an agreement between competitors in a market to buy or sell only at a fixed price, or maintain market conditions so the price is maintained or “fixed”. Pricing can also include discounts, bonuses and surcharges.

Market allocation is… the agreed allocation of customers, markets or territories between competitors.

Bid rigging is … where competitors decide which one will win a commercial contract even though for the sake of appearance several other competitors also present a bid.

A cartel is…an agreement, concerted practice or conspiracy among competitors to fix prices, submit collusive tenders, divide or share markets and, more generally, restrict competition.

b) Information sharing and gathering

We must not exchange competitively sensitive information e.g. prices with competitors. Discussions at conferences and trade events can easily result in the formation of cartels and other anti-competitive practices. If any competitor wants to talk about prices, leave the meeting, make a file note and contact the Group General Counsel (see page 6 for details).

We must only gather information on our competitors in an ethical or lawful way. Only use public or other permitted sources and be open and honest about working for Santa Fe.

c) Market power

Activities that may be legal for some companies may be illegal for companies with a large market share.

If you have any questions about whether any of Santa Fe’s activities are anti-competitive please contact the Group General Counsel (see page 6 for details).

5. Avoid conflicts of interest

We promote transparent and sound business dealings by avoiding conflicts of interest. This means we must never allow our personal interests to influence our business decisions at Santa Fe. Every business decision we make must be objective and with Santa Fe’s interests in mind. We must place Santa Fe’s global best interests above any individual or local interests.

No employee is permitted to hold any directorship or formal positions in other companies without the prior written approval from HR in conjunction with the relevant GLT member. This is to ensure it does not interfere with the employee’s obligations to Santa Fe.

If an employee’s spouse, partner or dependent holds a directorship or shareholding in any company that Santa Fe does business with, that employee must notify HR in conjunction with the relevant GLT member.

6. Treat people with fairness, respect, dignity and give everyone equal opportunity

Our people are the heart of our business. We value diversity, respect each other and recognise the unique contributions and perspectives that each of us bring.

Santa Fe does not discriminate against people on the basis of race, gender, sexual orientation, age, disability, religion, political or other opinion, or cultural background.

We want to attract and retain the best and brightest people from the broadest pool possible. We do not engage in cronyism or nepotism by favouring our family or friends for jobs. So we must only select and promote our employees based on their skills, qualifications and experience.

Equal opportunities in employment, pay and development, and a workplace free from discrimination and harassment, are basic rights. We are committed to providing an inclusive and positive workplace for our people where opportunities are equal and differences are valued.

We believe in having open and constructive conversations with our people, listening and involving them in improving team performance.

We treat people fairly and comply with all applicable labour and employment laws and regulations regarding working hours, wages and benefits.

We do not employ children under the age of 15 or use forced or compulsory labour.

7. Protect our health, safety, security and the environment

The health, safety and security of our people is of paramount importance to us. We do not tolerate threats, intimidation or violence. Ensure you know the applicable health, safety and security requirements and follow them. Be aware of the potential health and safety issues that apply to your job. Take a proactive approach to your own health and safety and the wellbeing of others. Only do work that you are qualified for and if you observe an unsafe situation immediately stop work. Report any accidents or unsafe practices or environments to your manager.

Santa Fe complies with all applicable environmental laws, regulations and standards. We also take environmental protection into account in our operations and have set protection goals. In 2018 Santa Fe is aiming to recycle 80% of all available waste, reducing the waste we send to landfill by 2% and reducing the energy that our moving fleet transports by road to 90MJ/M3 per cubic meter.

How to report any concerns

Santa Fe has an open door policy, and we suggest you report any concerns or suspected wrongdoing with your manager. If you prefer not to raise it with your manager, you should contact the Group General Counsel or the Group Chief Financial Officer.

Santa Fe also operates a confidential, independent integrity hotline which is available as an alternative if you are uncomfortable reporting through other channels.

Group General Counsel	Birgitt Horn +44 (0) 203 691 8301 Birgitt.Horn@SantaFeRelo.com
Group Chief Financial Officer	Jeremy Fletcher +44 (0) 208 963 2514 Jeremy.Fletcher@SantaFeRelo.com
Santa Fe Integrity Hotline (Confidential, independent integrity hotline administered by NAVEX Global)	Website: integrityhotline.santaferelo.com

Each concern reported will be reviewed by the Group General Counsel and Group Chief Financial Officer, who will determine the course of action to be taken. Follow up action will be dependent upon the facts of the specific situation. Santa Fe will treat each concern with the utmost seriousness and consequences for any breach of integrity will be in line with the zero tolerance approach outlined in the Santa Fe Compliance Policy.

Santa Fe does not tolerate retaliation against reports made in good faith, and will support those who raise genuine concerns, even if they turn out to be mistaken.

Thank you for your commitment to the Code

By complying with the Code, you are helping Santa Fe to do the right thing: an integral part of how we do business. We know we can only be successful when we act with honesty and integrity, in accordance with our DNA and our values.

Appendix A: FIDI Anti-Trust Charter