ABC Manual version 1 Page 1 of 26

Global Anti-Bribery and Corruption Manual

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Introduction

High standards of ethical behaviour and compliance with laws and regulations are essential to

protecting the reputation and long-term success of our business. Any incidents of bribery and

corruption involving, or relating to, Rolls-Royce will damage our reputation and potentially threaten our

ability to continue to do business. All employees have a personal responsibility for protecting our

reputation and living up to our values.

We have a zero-tolerance approach to bribery and corruption as set out in our Global Code of

Conduct. This manual of ABC Policies (the “Manual”) provides a comprehensive set of standards that

all of us, without exception, are required to comply with. You must familiarise yourself with the ABC

Policies and act in accordance with them. For employees without access to the intranet, the Manual

can be found on the Rolls-Royce website or the Ethics and Compliance team can provide copies.

Breaches of this Manual are not acceptable and may result in disciplinary action up to and including

dismissal.

The ABC Policies are mandatory and apply to all employees and directors of Rolls-Royce, its

subsidiaries and Joint Ventures which Rolls-Royce controls (“Rolls-Royce”). Rolls-Royce employees

who are directors on boards of non-controlled Joint Ventures should encourage the Joint Venture to

adopt the ABC Policies as a model or use similar policies. Further guidance can be found in the ABC

Joint Venture Toolkit (available on the Ethics and Compliance intranet pages).

This Manual:

• provides a framework for our anti-bribery and corruption programme; and

• sets out our anti-bribery and corruption standards.

The Common Terms used in this Manual can be found at Appendix 1. Common Terms are

underlined. If you click on the relevant Common Term you will be taken to the definition of it in

Appendix 1. Links to relevant areas of this Manual and the Rolls-Royce intranet pages are also

underlined.

If you have any questions or concerns related to the topics covered in the Manual, you should contact

your Sector Ethics and Compliance Officer for assistance (contact details can be found on the Ethics

and Compliance intranet pages).

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Contents Introduction 2

1 Anti-Bribery and Corruption Policy 4

2 Confidential Information Policy 5

3 Gifts and Hospitality Policy 6

4 Facilitation Payments and Extortion Policy 10

5 Conflict of Interest Policy 11

6 Know Your Partner Policy 12

7 Advisers Policy 13

8 Lobbying and Political Support Policy 15

9 Speak Up Policy 16

10 Where to find out more 18

Appendix 1 Common Terms 19

Appendix 2 Red Flags 22

Appendix 3 Gifts and Hospitality Policy Summary 25

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1. Global Anti-Bribery and Corruption Policy

This Global Anti-Bribery and Corruption Policy provides a framework for our other ABC Policies.

1.1 Policy

1.1.1 We have a zero-tolerance approach to

bribery and corruption.

1.1.2 The ABC Policies set out the minimum

requirements that all employees must follow.

Where local laws, regulations or rules impose a

higher standard, that higher standard must be

followed. In addition, each business or function

may impose additional requirements.

1.1.3 All employees are encouraged to speak

up if they know of, or suspect, (i) a breach of any

of the ABC Policies, or (ii) an offer or request by

a Third Party for anything that is, or could

reasonably be considered as, a Bribe has been

made. Further guidance can be found in our

Global Speak Up Policy.

1.2 All employees

You must not give, offer, solicit, extort, request or

accept, directly or indirectly, anything that is, or

could reasonably be considered as, a Bribe.

1.3 Business and Function

Leaders

You must ensure that:

1.3.1 all employees in your business or

function are aware of the ABC Policies, receive

regular messages from line management to

comply with them (for example, via team

meetings or other regular communication) and

complete any required ABC training;

1.3.2 sufficient resources and personnel, and

appropriate systems and reporting requirements,

are in place to properly implement and operate

the ABC Policies;

1.3.3 the records required by the ABC Policies

are complete, up-to-date and accessible for

internal and external review; and

1.3.4 any possible non-compliance with the

ABC Policies within your business or function is

reported to the Head of Ethics and Compliance

or relevant Sector Ethics and Compliance Officer

as soon as possible.

1.4 Head of Ethics and

Compliance

The Head of Ethics and Compliance will:

1.4.1 from time to time revise the ABC Policies

and issue new ABC Policies; and

1.4.2 provide guidance to the ABC Policies

where appropriate and make training available

on them as required.

1.5 Breaches of ABC Policies

Breaches of any of the ABC Policies are not

acceptable and may result in disciplinary action

up to and including dismissal.

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2. Global Confidential Information Policy

Safeguarding Rolls-Royce Confidential Information and that of customers and suppliers is vital to our

success. Inappropriate use or disclosure of Confidential Information can cause serious harm to Rolls-

Royce and others. More detailed examples of when employees may obtain Confidential Information

can be found on the Ethics and Compliance intranet pages. This policy is not intended to cover

Data Privacy, Anti-Trust/Competition or Information Security.

2.1 Policy

All employees must:

2.1.1 protect Rolls-Royce Confidential

Information and not use it other than as

authorised or disclose it to any Third Party or

Joint Venture unless approved to do so;

2.1.2 protect Third Party and Joint Venture

Confidential Information, as they would Rolls-

Royce Confidential Information;

2.1.3 not seek or accept any Third Party or

Joint Venture Confidential Information without

the Owner’s or the Holder’s authorisation;

2.1.4 not seek or accept any Third Party or

Joint Venture Confidential Information from a

Holder without first confirming that they are

authorised by the Owner to provide it to Rolls-

Royce;

2.1.5 use Confidential Information only

within the limits of the authorisation provided

by the Owner or the Holder;

2.1.6 comply with this policy and the Global

Competition and Anti-Trust Law Compliance

Policy when gathering market and/or product

related intelligence;

2.1.7 keep all Confidential Information

secure and protect it from unauthorised or

accidental disclosure in accordance with the

Rolls-Royce Information Security Policy;

2.1.8 contact the Legal team before

disclosing Rolls-Royce Confidential

Information to a Third Party or Joint Venture if

unsure whether a contract (i.e. non-disclosure/

confidentiality agreement) is needed;

2.1.9 look out for Red Flags when seeking,

accepting or using Third Party or Joint Venture

Confidential Information. Red Flags must be

resolved and a record kept of the action taken;

and

2.1.10 follow any applicable laws, regulations

or rules relevant to Confidential Information,

including export control regulations; intellectual

property laws; government procurement

regulations (such as the Defence and Security

Public Contracts Regulations in the United

Kingdom and the Federal Acquisition

Regulation in the United States) and

competition, anti-trust or anti-monopoly laws.

If you are unable to resolve any Red Flags,

then you should inform the Ethics and

Compliance team as soon as possible and

not share, distribute, use, delete or destroy

the information unless and until advised to

do so by the Ethics and Compliance team.

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3. Global Gifts and Hospitality Policy

Rolls-Royce recognises that Gifts and Hospitality may be an appropriate business practice. However,

improper or excessive Gifts and Hospitality (which includes travel and accommodation) can be a form

of bribery or corruption, which is prohibited under this Manual and by law.

3.1 Offering, giving or

receiving G+H

Any G+H you offer, give or receive in

connection with Rolls-Royce business

must:

3.1.1 be given as a legitimate, justified

business courtesy and never in exchange for

obtaining an inappropriate advantage or

benefit;

3.1.2 be given in an open manner;

3.1.3 not create an expectation that you or

Rolls-Royce will give, or receive, something in

return;

3.1.4 be in good faith and reasonable in

value and frequency;

3.1.5 be compliant with any applicable laws,

rules and regulations;

3.1.6 be paid for by the most senior Rolls-

Royce employee involved with the G+H (when

giving G+H);

3.1.7 be expensed in accordance with the

appropriate business expense policies and

procedures (when giving G+H);

3.1.8 be approved in writing in advance

(where approval is required by this policy). If

advance approval is not possible then

approval must be requested as soon as

possible and, in any event, not more than 30

days after the G+H. In addition, when

submitting your G+H Report, you must explain

why advance approval was not obtained. Gifts

you offer or give that require approval under

this policy must always be approved in

advance;

3.1.9 not influence or appear to influence

the independence of the giver or receiver of

the G+H;

3.1.10 not be provided to a customer when

Rolls-Royce is bidding for a contract, or be

accepted from a supplier when they are

bidding for a contract, if those receiving the

G+H have some influence on the contract

decision and the timing and/or wider

circumstances could be perceived to suggest

that the decision being made could be

influenced by the G+H received, unless the

G+H takes the form of basic refreshments

provided as a business courtesy;

3.1.11 not be cash (or cash equivalents such

as vouchers, gift cards, credit cards or credit

notes);

3.1.12 not be, or give the appearance of

being, lavish, offensive or inappropriate (for

example, adult entertainment); and

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3.1.13 not be in the form of per diem or daily

payments (unless with the prior, written

approval of your Sector Ethics and

Compliance Officer which will only be provided

if there is a legitimate government directive

requiring such payments).

3.2 All employees

You must:

3.2.1 not deliberately structure an

arrangement in order to avoid the

requirements of this policy;

3.2.2 not offer, give or accept tickets to

entertainment, cultural or sporting events

without both the giver and receiver attending;

and

3.2.3 not offer or give to, or accept from, a

business contact of Rolls-Royce any G+H in

your personal capacity in order to avoid the

requirements of this policy;

3.2.4 The financial thresholds below apply

to the G+H as a whole, not each separate

element of it (for example, a meal followed by

a sporting event must be treated as one G+H

event and the G+H will be the total spent on

both elements combined).

3.3 G+H limits, approval and

reporting requirements

You may offer, give or receive G+H (values

are per person per event):

3.3.1 less than £100: without a G+H Report

or specific approvals if the G+H is not subject

to Sections 3.4 to 3.6.

3.3.2 £100 to £200: the approval of your

Line Manager is required and you must create

a G+H Report (see Section 3.7).

3.3.3 more than £200: in addition to the

requirements at Section 3.3.2 the approval of

your Senior Manager is required.

3.4 Government Officials and

State-Owned Companies

To offer or give G+H (values are per person

per event) to a Government Official or an

employee or representative of a State-

Owned Company:

3.4.1 less than £100: the approval of your

Line Manager is required and you must create

a G+H Report (see Section 3.7).

3.4.2 The requirements at Section 3.4.1 do

not apply to basic refreshments under £20 per

person.

You must not offer or give G+H to a

Government Official or an employee or

representative of a State-Owned Company

which is £100 or more per person per event

without the prior written approval of your

Business President (in addition to the

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requirements listed at Section 3.4.1). If

your Line Manager is a Business President

then you do not need any additional

approvals.

3.5 Spouses and Partners

To offer or give G+H (values are per couple

per event) to a spouse or partner of a Third

Party or someone without an obvious

business connection:

3.5.1 up to £200: the approval of your Line

Manager is required and you must create a

G+H Report (see Section 3.7).

3.5.2 The requirements at Section 3.5.1 do

not apply to basic refreshments under £20 per

person.

You must not offer or give G+H to a spouse

or partner of a Third Party or someone

without an obvious business connection

which is over £200 per couple per event

without the prior written approval of your

Business President (in addition to the

requirements listed at Section 3.5.1). If

your Line Manager is a Business President

then you do not need any additional

approvals.

3.6 Contracts

On occasions, Rolls-Royce enters into

contracts that require us to provide G+H, in

particular travel, accommodation and basic

refreshments (for example, as part of a site

or factory visit or training programme). To

provide G+H in this context you must have

written permission from your Sector Ethics

and Compliance Officer and adhere to the

following additional requirements (values

are per person per event):

3.6.1 up to £200: the approval of your Line

Manager is required and you must create a

G+H Report (see Section 3.7).

3.6.2 more than £200: in addition to the

requirements at Section 3.6.1 the approval of

your Senior Manager is required.

3.6.3 The requirements at Section 3.6.1 do

not apply to refreshments under £20 per

person.

Note that, in accordance with Section 3.4

above, if the intended recipient will be a

Government Official or an employee or

representative of a State-Owned Company

then the approval of your Business

President will be required for any offer

worth over £100 per person. This will be

instead of any approvals required under

Sections 3.6.1 and 3.6.2 above.

3.7 G+H Reports

Where you are required to create a G+H

Report:

3.7.1 you must enter the G+H Report on the

register found on the Ethics and Compliance

intranet pages and send evidence of the any

approvals to compliance.operations@rolls-

royce.com within 30 days of the G+H;

3.7.2 when Rolls-Royce has given G+H, the

G+H Report must be created in the name of

the most senior employee involved;

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3.7.3 each employee receiving G+H that

requires a G+H Report must create a G+H

Report in their own name;

3.7.4 you must not include any government

classified or restricted information in a G+H

Report; and

3.7.5 if you are not sure if you are permitted

to include details of a programme or individual

in your G+H Report, contact the Legal

function.

3.8 Visit Conditions

Where Rolls-Royce is considering paying

for G+H as part of a visit over one or more

days, for example a customer visit to a

Rolls-Royce site:

3.8.1 unless approved in writing in advance

by your Senior Manager and your Sector

Ethics and Compliance Officer:

a. Rolls-Royce personnel must always

be in attendance for the visit and any

associated Hospitality;

b. the visit must be to a Rolls-Royce

facility, a customer facility or to a location at

which a Rolls-Royce product is located or from

which a Rolls-Royce service is provided;

c. there must be a clear business

purpose and itinerary for the whole of the visit;

d. travel and accommodation for the

Third Party must not be booked or paid for

directly or indirectly by Rolls-Royce;

e. payments must not be made directly

to the Third Party, in any form, including cash,

cash equivalents or to a bank account;

f. personal expenditure (for example,

newspapers, minibar, personal travel,

shopping, or sightseeing) must not be paid for

by Rolls-Royce; and

g. disproportionate free time must not be

added to the beginning or end of the visit and,

in any event, free time activities, or travel or

accommodation must not be at the expense of

Rolls-Royce.

If the individual carrying out the visit will

be a Government Official or an employee or

representative of a State-Owned Company

then you will also need to follow the

requirements at Section 3.4 above. If this

visit is being offered as part of a contract

then you will also need to follow the

requirements at Section 3.6 above.

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4. Global Facilitation Payments and Extortion Policy

In most countries where we do business, Facilitation Payments are considered Bribes and are illegal.

Rolls-Royce prohibits the making of Facilitation Payments whether or not they are permitted by local

or other laws. Specific examples of Facilitation Payments can be found in a separate guidance note

on the Ethics and Compliance intranet pages.

4.1 Policy

You must:

4.1.1 not offer or make Facilitation

Payments (no matter how small the payments

are) or allow others to offer or make

Facilitation Payments on behalf of Rolls-

Royce; and

4.1.2 report all requests for Facilitation

Payments to:

a. your Line Manager; and

b. your Sector Ethics and Compliance

Officer.

4.2 Extortion

4.2.1 If your health, safety or freedom (or

that of your family, colleagues or people you

are travelling with) could be at risk if you do

not make a payment which is being

demanded, you may make the payment. You

must promptly report the payment and the

circumstances to those listed in Section 4.1.2.

4.2.2 If you make a payment in these

circumstances and you promptly report the

payment in accordance with Section 4.2.1,

Rolls-Royce will not take disciplinary action

against you if you genuinely believed that your

health, safety or freedom or that of your family,

colleagues or travelling companions was in

danger if you didn’t make the payment. This is

extortion and not a Facilitation Payment. The

health, safety and liberty of Rolls-Royce

employees will always be the priority.

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5. Global Conflict of Interest Policy

We seek to avoid Conflict of Interest but, where they occur, we manage them by making appropriate

reports to our management and abiding by the suggested actions to help resolve or manage the

Conflict of Interest. Examples of potential Conflicts of Interest can be found in a separate guidance

note on the Ethics and Compliance intranet pages.

5.1 Policy

You must:

5.1.1 seek to avoid any Conflict of Interest.

When an actual or potential Conflict of Interest

situation arises you must:

a. report the situation promptly to your Line

Manager;

b. take steps to remove or mitigate the

Conflict of Interest after discussion with your Line

Manager; and

c. complete a Conflict of Interest Report

and submit it to the Ethics and Compliance team

at EthicsandCompliance@rolls-royce.com. The

suggested template for a Conflict of Interest

Report can be found here; and

5.1.2 abide by laws and regulations relating to

the engagement of current or former

Government Officials.

5.2 Line Managers

Line Managers are responsible for assessing

and managing any actual or potential Conflict

of Interests situations in their team.

You must:

5.2.1 assess any Conflicts of Interest that are

reported to you, or you become aware of, and

determine if an actual or potential Conflict of

Interest exists;

5.2.2 if an actual or potential Conflict of

Interest exists you must:

a. determine the best course of action to

resolve, manage, or terminate the actual or

potential Conflict of Interest, after consulting with

your Sector Ethics and Compliance Officer;

b. review and approve the Conflict of

Interest Report before it is submitted in

accordance with Section 5.1.1(c); and

c. review on an annual basis any reported

Conflicts of Interest to ensure they continue to be

managed appropriately. Any changes should be

reported to the Ethics and Compliance team at

EthicsandCompliance@rolls-royce.com.

5.3 Ethics and Compliance

The Ethics and Compliance team will review any

Conflict of Interest Report submitted in

accordance with Section 5.1.1, respond to

acknowledge it or provide additional

recommendations and send a copy to the

relevant Sector Ethics and Compliance Officer

for their awareness.

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6. Know Your Partner Policy

For legal and reputational reasons, Rolls-Royce needs to know who it is doing business with. This

policy is designed to help us assess the potential ABC risks posed by Third Parties we deal with

(which includes customers and suppliers).

6.1 Policy

6.1.1 We will only engage and transact with

Third Parties of known integrity who will not

expose Rolls-Royce to unacceptable

reputational or legal risks and require that their

conduct meets our standards at all times.

6.1.2 For certain Third Parties that we deal

with due diligence must be undertaken. The due

diligence required varies depending on the type

of Third Party. Details on what due diligence is

required can be found in the Know Your Partner

Procedures (found on the Ethics and

Compliance intranet pages).

6.1.3 For each Third Party there should be an

individual (the “Proposer”) who is assigned

overall responsibility for ensuring that the

requirements of the Know Your Partner

Procedures are followed. This should be an

employee involved with the management of the

relationship with the Third Party (for example,

the customer relationship manager).

6.1.4 It is the responsibility of anybody

interacting with the Third Party to look for Red

Flags and, if any are found, to report these to

their Sector Ethics and Compliance Officer as

soon as possible.

6.2 Proposers

The Proposer must:

6.2.1 ensure that the due diligence

requirements for that type of Third Party are

followed as detailed in the Know Your Partner

Procedures; and

6.2.2 contact your Sector Ethics and

Compliance Officer or consult the Frequently

Asked Questions page if you have any

questions.

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7. Global Advisers Policy

Whilst Rolls-Royce uses its own employees to conduct business where possible, sometimes we must

use Advisers, such as agents, consultants and distributors, to assist in marketing and distributing our

products and services or in strategic or political matters. This policy and the Global Advisers

Procedures (the “Advisers Procedures”) govern the appointment, payment, monitoring and

termination of Advisers.

7.1 Policy

7.1.1 We will only use Advisers where there is

a genuine business need to do so and where the

Advisers meet our standards, act with integrity

and will not expose Rolls-Royce to unacceptable

reputational or legal risks.

7.1.2 It is an Adviser’s work, not its title, which

is important. Any Third Party providing Adviser

Services will be covered by this policy regardless

of any alternative description of them. Further

guidance can be found in the Advisers

Procedures. If an employee is unsure whether a

Third Party is an Adviser, they must contact their

Sector Ethics and Compliance Officer.

7.2 All employees

You must:

7.2.1 only appoint, renew, amend and/or

terminate the terms of appointment of an Adviser

in accordance with applicable law and

regulations and the steps set out in the Advisers

Procedures;

7.2.2 only make payments to Advisers that are

approved in accordance with the Advisers

Procedures, and that are accurately described

and recorded in our books and records; and

7.2.3 monitor Advisers’ performance and

require evidence that the relevant services are

provided by Advisers.

7.2.4 only appoint an Adviser or renew or

amend a contract with one the following can be

demonstrated:

a. there is no apparent risk that the Adviser

will engage in corrupt or unethical behaviour;

b. there is a clear and documented

business case for using the Adviser (which

justifies the proposed remuneration); and

c. that the Adviser does not pose a

reputational risk to Rolls-Royce.

7.3 Red Flags

If employees become aware of any Red Flags

relating to an Adviser, they must report them

immediately to their Sector Ethics and

Compliance Officer. The existence of a Red

Flag does not automatically mean that Rolls-

Royce must not engage, or must cease dealing

with, the Adviser, but any Red Flags must be

investigated and resolved without delay. The

exact nature of any resolution will depend on the

circumstances surrounding each Red Flag.

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7.4 Representations on the

use of Advisers (for example,

Integrity Pacts)

Some customers and government bodies require

that we provide representations regarding the

Advisers that we retain, use or plan to use in a

particular territory.

Any contract, terms and conditions or bidding

document that contains a representation

regarding the use of Advisers (for example, an

integrity pact) must be reviewed and approved

by your Sector Ethics and Compliance Officer

before the contract/ document is signed.

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8. Global Lobbying and Political Support Policy

Rolls-Royce is committed to ensuring that any Lobbying Activity or Political Support is done in

compliance with all laws and regulations and our zero-tolerance approach to bribery and corruption.

8.1 Policy

8.1.1 All Lobbying Activity and Political

Support must be consistent with the Global

Code of Conduct and this policy.

8.1.2 All employees and anyone acting on

behalf of Rolls-Royce contemplating Lobbying

Activity or Political Support must act with

honesty, integrity and transparency at all times

and seek advice from the relevant Government

Relations team to ensure compliance with local

laws and regulations and must ensure that the

information that they provide on their Lobbying

Activity is transparent, factually correct and fairly

represented.

8.1.3 Any Third Party conducting Lobbying

Activity on our behalf is an Adviser and must be

approved under the Global Advisers Policy.

8.1.4 Employees must not make any Political

Donations on behalf of Rolls-Royce.

8.1.5 Certain Rolls-Royce employees in the

United States have a right to organise Political

Action Committees. Rolls-Royce will comply

with all laws and regulations governing such

Political Action Committees.

8.1.6 All employees who take time out of work

(not as annual leave or vacation or other

personal time off) to carry out Personal Political

Support must obtain approval from their Line

Manager and keep a record of the time spent

providing that Personal Political Support. That

record must be submitted each year by 31

December to the relevant Government Relations

team for the purpose of ensuring that Rolls-

Royce has not breached its shareholder

resolution to not make Political Donations above

a certain limit.

8.2 Political Support Activities

8.2.1 Rolls-Royce does not prefer one

political party over another, but, occasionally, we

get involved in activities, not connected to our

business activities involving the political

community, such as political figures visiting our

sites. Employees should always seek advice

from the relevant Government Relations team

before approving such activities.

8.2.2 Our general principle is to decline

invitations for political comment and, if there is

any doubt, employees should consult the

relevant Government Relations team for advice.

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9. Speak Up Policy

It is vital that all employees and stakeholders support the Ethics and Compliance programme and we

encourage them to act as our first line of defence by speaking up when they see, or become aware of,

unethical behaviour. Rolls-Royce is committed to having an environment where employees can raise

concerns and ask questions without fear of retaliation.

9.1 Policy

9.1.1 All employees and stakeholders are

encouraged to raise ethical concerns or ask

questions via one of our four main channels:

a. your Line Manager;

b. a subject matter expert (for example,

your local HR Manager, your Sector Ethics and

Compliance Officer or the Export Control team);

c. your Local Ethics Adviser; or

d. the Rolls-Royce Ethics Line.

9.1.2 All concerns raised are taken seriously

and Rolls-Royce is committed to ensuring that

all matters raised are appropriately investigated,

to the extent that this is possible. For concerns

raised to your Sector Ethics and Compliance

Officer, your Local Ethics Adviser or via the

Rolls-Royce Ethics Line, we aim to conclude all

investigations within 60 calendar days.

9.1.3 It should not be necessary for you to

raise your concern or ask a question by more

than one of the channels set out in Section

9.1.1. In particular, these speak up channels

are not a route of appeal if an employee is

dissatisfied with the outcome from another

process.

9.1.4 Retaliation against individuals who

speak up about genuine concerns is not

accepted and should be reported by one of the

methods outlined in Section 9.1.1.

9.2 Line Managers, Subject

Matter Experts and Local Ethics

Advisers

9.2.1 If an employee or stakeholder raises an

ethical concern to you or asks a question, you

should ensure that it is given priority and

resolved in a timely manner.

9.2.2 If you are unsure how to deal with the

concern or question, you should contact the

Ethics and Compliance team for further

guidance or consult the Ethics Toolkit for

Managers which contains further guidance on

what to do when someone speaks up to you.

9.3 Rolls-Royce Ethics Line

9.3.1 The Rolls-Royce Ethics Line is a service

which allows employees and other stakeholders

to raise ethical concerns or ask ethical questions

confidentially and anonymously (if they wish) in

their own language via the telephone or an

online form.

9.3.2 The Rolls-Royce Ethics Line is

managed by an external company to ensure

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anonymity and when a concern or question is

received, it is sent to the Ethics and Compliance

team who will deal with it appropriately. The

Ethics and Compliance team does not have a

team of investigators and so investigations are

typically done by subject matter experts or

independent managers supported by HR.

9.3.3 The role of the Ethics and Compliance

team is to have oversight of the concern and

ensure it is investigated appropriately. The

Ethics and Compliance team will provide

feedback to the reporter once the investigation

has concluded.

9.3.4 Due to the confidential nature of

investigations, the reporter should not expect to

receive detailed feedback on the findings.

9.3.5 There are robust controls in place to

protect the privacy of individuals who use the

Rolls-Royce Ethics Line. All our employees are

required to handle any personal data, including

that within Ethics Line reports, in line with the

Global Data Privacy Policy and associated

guidance.

ABC Manual version 1 Page 18 of 26

10. Where to find out more

The Rolls-Royce Ethics and Compliance team

or specifically the Head of Ethics and Compliance

Jo Morgan

Head of Ethics and Compliance

Rolls-Royce plc, ML-48, PO Box 31,Derby DE24 8BJ

Email: Jo.Morgan@Rolls-Royce.com

The Rolls-Royce Ethics and Compliance intranet pages

The sustainability section of the Rolls-Royce website

You should also be aware of, and follow, the mandatory ABC requirements set out in the following global

policies:

• Global Offset Policy and Procedures

• Global Charitable Contributions and Social Sponsorships Policy

ABC Manual version 1 Page 19 of 26

Appendix 1 – Common Terms

ABC Policies: The policies in this Manual.

Adviser: Any Third Party engaged to provide

Adviser Services.

Adviser Services: Guiding, promoting, carrying

out, performing, assisting or supporting the

sales and marketing of Rolls-Royce products,

parts and services, the strategic development or

political context of Rolls-Royce or its business or

distributing Rolls-Royce products or services.

Examples of these types of services include:

• direct or indirect promotion and support of

marketing/sales or business development

campaigns;

• assistance with understanding a

customer’s organisation, a customer’s

requirements or a customer’s budget

allocation;

• assistance with Lobbying Activity; and

• assistance with setting up meetings with

contacts at a customer.

Please note this list is not exhaustive and more

guidance can be found in the Advisers

Procedures.

Bribe: Anything of value including any financial

or other advantage given, offered, requested or

received in order to improperly influence or

reward any act, inaction or decision of any

person, including a Government Official or an

employee or representative of a State-Owned

Company or a director, officer, employee, agent

or representative of a Third Party.

Confidential Information: Information, in any

form, that is not in the public domain and is

intended to be protected from disclosure,

regardless of whether it is labelled “confidential”.

Examples include technical data, drawings, trade

secrets, know-how and commercial and pricing

information.

Conflict of Interest: Any relationship, (personal

or professional), influence or activity that may

impair, or appear to impair, the ability of

employees to:

• make fair and objective decisions when

performing their jobs; or

• act in the best interests of Rolls-Royce.

Conflict of Interest Report: A written report

detailing a Conflict of Interest. The report must

set out the nature of the Conflict of Interest and

the steps taken to manage, resolve, or remove

the Conflict of Interest. There is no mandatory

format, but a suggested template can be found

on the Ethics and Compliance intranet pages.

Facilitation Payment: A payment made to

facilitate or expedite decisions or actions by

government agencies or Government Officials.

The payment of a fee to fast track or speed up a

service in accordance with an official and

published price list is not a Facilitation Payment.

G+H: Any Gift, Hospitality or Gift and Hospitality

combined as a single event. A single event may

be for several days (for example, a visit as in

Section 3.8) or may involve multiple venues

(such as a bar, restaurant and sporting event).

ABC Manual version 1 Page 20 of 26

G+H Report: Any report detailing the offering,

giving or receiving of G+H.

Gift: Anything of value offered, or given to, or

received from, a Third Party that is not

Hospitality.

Government Official: Any:

• employee of a State-Owned Company;

• officer or employee, or anyone acting on

their behalf, of any department, agency or

instrument of a government (at any level).

This includes (but is not limited to)

employees and members of the military,

para-military, security services, police

force, customs, border patrol, legislatures

and judicial system of any country;

• elected political representative;

• political party and any officer, employee or

other person acting on behalf of a political

party;

• candidate for public office;

• member of a ruling or royal family;

• officer of any body, whether public or

private, that has delegated powers to

administer public funds;

• officer or employee of a public

international organisation (for example,

the United Nations and the World Bank);

• special adviser to governments, or

individual government officials, whether

paid or unpaid, formal or informal; and

• family member of any of the above.

Holder: The person or entity that has been

provided with Confidential Information but may

use it only within the limits of its authorisation.

Hospitality: Any travel, food, drink,

accommodation, entertainment, cultural or

sporting event (participating or watching), offered

to or by, given to, or received from, a Third Party.

Joint Venture: legal entities which Rolls-Royce

owns and/or controls more than zero but less

than 100% of.

Line Manager: The employee who approves the

expenses of another employee. If your Line

Manager is a member of the Rolls-Royce

Executive Leadership Team or Rolls-Royce

Board then their approval for any G+H is all that

is required and any reference to Senior Manager

approval in the Global Gifts and Hospitality

Policy should be disregarded.

Lobbying Activity: Activity which is carried out

in the course of business for the purpose of:

• influencing a government or a

Government Official; or

• advising others how to influence a

government or a Government Official,

other than activity in support of specific sales or

business development activities.

Owner: The person or entity that owns the

Confidential Information and can authorise its

disclosure to, and use by, another party.

Personal Political Support: Any activity which

requires an employee to come into contact with

the political community or deal with political

matters in a personal capacity rather than in a

capacity representing Rolls-Royce, other than

voting in government elections or activity during

annual leave, holiday or other approved personal

time off.

ABC Manual version 1 Page 21 of 26

Political Action Committees: A group that

raises and contributes money to political

campaigns and candidates.

Political Donation: A payment or transfer of

value (which includes time) made to a political

party, political organisation, think-tank or charity

affiliated with a political party, or any

representatives of such parties, or individuals

standing for public office.

Political Support: Activity which requires Rolls-

Royce, or its representatives, to come into

contact with the political community or deal with

political matters.

Red Flags: Indicators, or warning signs, of

potential breaches of this Manual. Examples of

Red Flags can be found at Appendix 2.

Senior Manager: The employee who approves

the expenses of another employee’s Line

Manager.

State-Owned Company: a company which a

government or government body owns or

controls 50% or more of, directly or indirectly.

Any entity owned or controlled in part by more

than one government shall be a State-Owned

Company if their combined ownership or control

is 50% or more even if no single government

owns 50% or more.

Third Party: Any entity or individual other than

Rolls-Royce, its wholly-owned subsidiaries and

Joint Ventures.

ABC Manual version 1 Page 22 of 26

Appendix 2 - Red Flags

Red Flags are indicators, or warning signs, of potential breaches of this Manual. You must not ignore

Red Flags, but what you do when you see them will depend on the circumstances of each case. The

following are examples of common Red Flags. This list is not exhaustive and you need to look out for

anything which indicates that things may not be right.

Issues relating to the Third Party’s reputation

• A history or reputation for corruption or other criminal activity (for example, tax evasion), or

representation by the Third Party of other companies with a questionable reputation.

• Attempts by the Third Party to avoid anti-bribery and corruption contractual commitments.

• Any indication that the Third Party has been debarred or is ineligible to contract with any

customer (including governments).

• Any indication that the Third Party has committed an export control violation, including a

violation of the US International Traffic in Arms Regulations.

Issues relating to the Third Party’s capability

• Uncertainty as to whether the Third Party is suitably qualified or resourced for the work.

• The Third Party has no significant business presence within the relevant territory.

• Lack of a clear business case for appointing the Third Party or any refusal to provide full details

of what the Third Party will do or has done.

Any lack of clarity, missing information or unusual behaviour by the Third Party

• The Third Party’s involvement arises just before the award of a contract.

• Any statements that certain amounts of money will be needed to "seal the deal", "get the

business" or for a poorly specified purpose (for example, to "make arrangements") or that the

Third Party can circumvent or "expedite" normal business or bid processes.

• Lack of transparency in expenses and accounting records of the Third Party (for example,

seeking to hide certain payments and less obvious concealment).

• Any attempt by the Third Party to avoid disclosure of their identity or their engagement as a

Third Party.

• Any request from the Third Party to prepare or execute false or inaccurate documentation.

ABC Manual version 1 Page 23 of 26

• Any indication that information has been deliberately removed from written communications (for

example, statements like "It is best if we discuss in person - I don't want to put it in writing").

• The Third Party is a shell company or has some other unorthodox corporate structure.

• Any indication that the Third Party has committed a violation related to obtaining or using

unauthorised Confidential Information.

Links to customers, Government Officials or State-Owned Companies

• Any indication that the Third Party has been recommended by a Government Official or by a

representative of a State-Owned Company or the customer.

• Any suggestion of a close personal or professional relationship to a government or customer

(whether as an employee, contractor, associate, relative, spouse or close acquaintance).

• The Third Party is (a) an active or retired Government Official, (b) owned at least in part by a

Government Official or (c) is a former employee of a State-Owned Company.

Payments

• Any payment to:

o entities other than the Third Party (such as to personal bank accounts); or

o accounts outside the relevant territory or place of business of the Third Party.

• Any requests for:

o "urgent" payments (especially if just prior to the anticipated award of a contract or a

payment due under an existing contract); or

o payment of amounts "up-front" (including a loan to be repaid from future

remuneration); or

o payment into multiple bank accounts; or

o payment in cash or cheque or by way of an equity investment; or

o non-standard descriptions/narratives on electronic transfers; or

o a payment or Gift for the Third Party or for another; or

o a commission or payment that is excessive or above the going rate.

ABC Manual version 1 Page 24 of 26

Confidential Information

• The provider requests that you do not disclose who provided the information.

• The provider tries to disclose the information via a suspicious, secret or unofficial channel such

as personal email.

• It is not clear how the provider obtained the Confidential Information, why someone in his or her

position would have such information or how someone in his or her position would have

obtained authorisation to share it with you.

• The provider asks for, or suggests that you give him/her, something in his/her individual

capacity in return for the Confidential Information.

• The document which the Holder sends to you contains a statement, which says that the

information is confidential and cannot be disclosed without the written consent of the Owner.

Note that this list can never be exhaustive and will be kept under review and published on the Ethics

and Compliance intranet pages.

ABC Manual version 1 Page 25 of 26

Appendix 3 – Global Gifts and Hospitality Policy Summary

Cash or cash equivalents (e.g. vouchers etc).

Never Permitted

G+H that can be considered lavish, offensive or

inappropriate.

G+H that is not compliant with applicable laws, rules and

regulations.

G+H intended to influence, or could be perceived as intended

to influence, the giver or receiver.

G+H for a customer when Rolls-Royce is bidding for a

contract, or from a supplier when they are bidding for a

contract, if those receiving it have influence on the contract

decision and the timing/wider circumstances may indicate

that the decision could be influenced by the G+H received.

Per diem or daily payments. Required by a legitimate government directive; and

Sector Ethics and Compliance Officer approval.

G+H to a Government Official or

employee of a State-Owned Company.

Under £100 Line Manager approval; and

G+H Report.

£100 or more As above plus Business President approval.

G+H to a spouse, partner or person without

a business connection (financial limit

applies to the couple).

£200 or less Line Manager approval; and

G+H Report.

Over £200 As above plus Business President approval.

G+H given that is required by a contract.

£200 or less

Sector Ethics and Compliance Officer approval; and

Line Manager approval; and

G+H Report.

Over £200 As above plus Business President approval.

All other G+H given or received.

Under £100 No specific approvals or G+H Report.

£100 to £200 Line Manager approval; and

G+H Report.

Over £200 As above plus Senior Manager approval.

ABC Manual version 1 Page 26 of 26

Document control - for internal use only

STATUS Final

VERSION NUMBER/FINAL Version 1

EFFECTIVE DATE 25 September 2017

NEXT SCHEDULED REVIEW DATE

October 2018

SPONSOR General Counsel

OWNER Head of Ethics and Compliance

AUTHOR Ethics and Compliance Counsel

SUPERSEDES VERSION DATED/REFERENCE

First version

SCOPE All employees globally, controlled subsidiaries and JVs

© 2017 Rolls-Royce plc The information in this document is the property of Rolls-Royce plc and may not be copied, communicated to a third party, or used for any purpose other than that for which it is supplied, without the express written consent of Rolls-Royce plc.