Ethics and Compliance

We have zero-tolerance for any form of modern slavery or human trafficking, and are absolutely committed to preventing modern slavery and human trafficking in our business activities and supply chains. We support the aims of the UK’s Modern Slavery Act and publish our Anti-Slavery and Human Trafficking Statement, which is approved by the Board annually, on our website at investors.eurocell.co.uk

As described above, we also conduct an ongoing reviews of our suppliers to identify any potential risks. In addition, our employee induction process includes mandatory training on our Modern Slavery and Human Trafficking policy.

We are committed to the highest standards of openness, honesty, integrity and accountability. The Group has a Whistleblowing policy, and we take active steps to raise employees’ awareness of our whistleblowing platform.

This policy makes all employees aware that they should report any serious concerns or suspicions about any wrongdoing or malpractice on the part of any employee of the Group, without fear of criticism, discrimination or reprisal, as well as the procedure for raising such concerns. Examples include fraud, breakdown in internal controls, misleading customers, bribery, modern slavery, dishonesty, corruption and breaches of data protection or health and safety. All whistleblowers are protected under the Public Interest Disclosure Act.

Our independent whistleblowing hotline, which supports confidential and anonymous reporting, is available to all employees, 24/7, 365 days a year. Each case is investigated confidentially by the business with appropriate response measures taken. Whistleblowing cases are reported to the Audit and Risk Committee and ultimately to the Board.

In 2023 there were no reports received through the whistleblowing process (2022:0, 2021:5), and therefore no significant trends were identified.

We are committed to acting fairly and with integrity, and take a zero tolerance approach to bribery, corruption or any other unethical or illegal business practices. Applying to all employees and suppliers, we explicitly prohibit any form of bribery or corruption, including:

• Money laundering
• Facilitation payments, which are typically unofficial payments made to secure or expedite a routine government action by a government official
• Kickbacks
• Political contributions
• Sponsorships.

In addition, we are committed to minimising any conflicts of interest, whereby an individual’s personal interests may compromise their judgement in the workplace, that may arise.

We will take disciplinary and/or legal action as appropriate in all cases of actual or attempted fraud across all operations. We will not obstruct any formal investigations or legal proceedings relating to any incident of corruption at Eurocell. All staff complete training on our Anti-Bribery Policy as part of their induction, and are subsequently required to complete refresher training each year. In 2023, there were no incidents of employees being disciplined or dismissed due to non-compliance with our Anti-Bribery Policy (2022:0, 2021:0).

The Audit and Risk Committee, ultimately reporting to the Board, is responsible for reviewing the policies and procedures in place to prevent bribery, and for ensuring compliance across the Group. The Committee is satisfied that the Group’s procedures with respect to these matters are adequate.

We do not consider human rights issues to be a material risk for the Group due to the existing regulatory frameworks in the UK, within which our operations are confined. We do, however, acknowledge there is greater risk in our supply chain, and are therefore committed to conducting due diligence across our supply chain, in line with the Modern Slavery Act as described above. In addition, employees and other relevant internal and external stakeholders can report any concerns relating to human rights across Eurocell’s direct operations or supply chain through our confidential Whistleblowing channel. No violations on human rights have been reported in 2023 or in the previous two years.

At Eurocell we respect the privacy of employees, customers, suppliers and all other parties with which we interact. We seek to minimise the amount of personal data we collect, and to ensure the robust and sufficiently segregated storage of any data that is held.

Information security and cyber threats are increasing risks. In 2022 we experienced a cyber incident which caused disruption to our operations and compromised the security of some employee personal data. Cyber security continues to receive considerable management attention, as well as focus from the Audit and Risk Committee and the Board. This is also reflected in the results of our ESG materiality assessment, which placed cyber and data security amongst the most material issues facing the business.

Since the incident in 2022, we have:

• Rolled out an extensive programme of mandatory cyber security training to all colleagues in a series of monthly short videos and quizzes covering a range of security threats and ways to mitigate the risks
• Strengthened our cyber risk detection tools, including vulnerability analysis penetration testing
• Strengthened our incident response measures through implementing managed detection and response (MDR), security instant event monitoring (SIEM), privileged access management (PAM) and firewall hardening
• Reviewed the performance of our business continuity plans and made appropriate adjustments in response to the incident to identify gaps and areas for improvement.

We recognise the responsibility we have to our stakeholders and communities to set the highest standards of corporate conduct, and paying the right amount of tax in the right place is fundamental to this. Across our entire operations, we are committed to compliance with tax law and practice, and are committed to compliance with the spirit as well as the letter of the law.

We commit to not use jurisdictions considered to be tax havens for the purpose of avoiding tax, nor will we seek to take advantage of the secrecy afforded to transactions recorded in these jurisdictions. We prohibit the avoidance of tax through transfer pricing, and do not exploit any such mechanisms.

Our Tax Strategy is reviewed, discussed and approved by the Board annually. The Audit Committee periodically reviews the Group’s tax affairs and risks.

We have held the Fair Tax Mark accreditation since 2019. Fair Tax Mark is an independent certification, which recognises organisations that demonstrate they are paying the right amount of corporation tax in the right place, at the right time.

As we are entirely based in the UK, we do not reside in any countries considered partially compliant or non-compliant according to the OECD tax transparency report and/or blacklisted or grey listed by EU in February 2023.