Code of Business Conduct

CONTENTS

Revised January 2018

CONTENTS

Introduction

Page

Message from Dominic Blakemore 3

Code of Business Conduct 4

Getting Help and Advice 5

Speak Up 6

Visions and Values 7

The Compass

Way

Food Safety 8

Responsible Supply Chain 9

Personal Integrity

Conflicts of Interest 10-11

Insider Trading 11

Gifts and Hospitality 12-14

Commercial Integrity

Competition and Anti-Trust 15-16

Money Laundering 16

Bribery and Corruption 17-18

New Territories, New Sectors, Agents and Consultants 18

Reporting and Accounting 19

Data Privacy 20

Employment

Health and Safety 21-22

Fair Treatment and Equal Opportunities 23

Working Without Harassment/Bullying 24

Company

Assets

Brand Protection 25

Confidentiality 26

Physical Assets 26

Information Security 27

External

Act

vity

Dealing with Government and Public Regulatory Bodies 28

Community and Charitable Activity 29

Political Activity 30

External Communications 31

Environment 32

Reference

Policies and Further Information 33

Contacts 34

INTRODUCTION

Message from

Dominic Blakemore

As a world leading food and support services company, we have set the very

highest standards for the quality of service we provide and the way we run our

business. Working within Compass Group, whether for Eurest, ESS, Restaurant

Associates, Medirest, Morrison, GRSA, Chartwells, Levy, Sofra Grup or any other

member of Compass Group PLC, your actions can affect how we are viewed. Our

success and future depends on each of us acting professionally, responsibly and

in accordance with the standards set out in the Code of Business Conduct.

The Code of Business Conduct sets out our commitment on how to do business in a fair way: treating everyone –

customers, colleagues, investors, suppliers and sub-contractors, as well as the wider community – with honesty, integrity

and respect.

Every individual in Compass Group shares the responsibility to work to the standards set out in the Code of

Business Conduct and to conduct our business in a professional, safe, ethical and responsible manner. This is without

exception or compromise. The Code of Business Conduct brings together our policies on compliance and ethical issues

and is to be followed by all employees across the Group. Please make sure you familiarise yourself with the Code of

Business Conduct and the policies referred to in it.

The Code of Business Conduct is based on our beliefs and values and demonstrates our commitment to living those

values in the way we conduct business. The Code of Business Conduct also refers to the Compass Speak Up

programme which allows employees in the business to speak to someone independent and in confidence if they are

unsure of what do in a particular circumstance or are concerned that the Code of Business Conduct is being broken. We

all have a responsibility to “speak up”.

The Code of Business Conduct is fully supported by the Compass Group PLC Board of Directors and the senior

leadership team.

Dominic Blakemore

Group Chief Executive

January 2018

Q: Why do we need a Code of Business

Conduct?

A: The Code of Business Conduct is a

demonstration of our commitment to obtaining

and maintaining the highest level of ethical

standards wherever we operate. The Code of

Business Conduct sets out what Compass

expects of its employees, business partners and

suppliers and provides guidance on how

Compass employees should live the Compass

values in their everyday work around the world.

Q: How does the Code of Business Conduct

apply in different countries?

A: As a global business operating in many

countries across the world, Compass

recognises that the laws and regulations differ

from country to country, or even state to state.

Each of us must take responsibility for ensuring

compliance with the laws of the country in which

we work. If there is any conflict between the

guiding principles set out in the Code of

Business Conduct and local laws in the country

in which you work, you should follow and apply

whichever sets the higher standard of behaviour.

INTRODUCTION

Code of

Business Conduct

The Code of Business Conduct applies to everyone working for Compass, without

exception. This includes temporary and contract staff and is regardless of location,

role or level of seniority. We each have a responsibility to make ourselves aware of

the contents of the Code of Business Conduct and if there is anything you are not

sure about, you should speak to your Line Manager. Each of us should make sure

that we fully understand what is expected from us in our roles and how the policies

contained in the Code of Business Conduct apply to us.

As well as Compass employees, we should not engage any contractor, agent, consultant, supplier, client, customer,

business partner or any other third party whose business practices conflict with the Code of Business Conduct.

If you are engaging any third party to act on behalf of Compass, it is your responsibility to ensure that they are made

aware of the Code of Business Conduct and that they agree to act in accordance with it. Where possible, you should

seek a contractual obligation from them to comply with the Code of Business Conduct and you should actively manage

the third party to ensure that they continue to act in accordance with it. Any breaches of the Code of Business Conduct

by third parties or examples of behaviour inconsistent with the Compass Values (as set out later) should be reported to

your Line Manager. You should seek to eradicate any such behaviour and where necessary, consider terminating the

relationship.

Please also remember that the appointment of professional advisors or consultants must first be approved in accordance

with the Group Approvals Manual. No consultants or professional advisors may be appointed without this prior

approval.

In countries where we operate in a joint venture, we will strive to apply the Code of Business Conduct as though we

wholly operate the business and will proactively seek to influence our business partners to adopt similar principles.

All employees are required to follow the Code of Business Conduct and the policies contained in it (including new

employees joining the Compass Group through acquisitions or contract wins). A failure to follow the Code of

Business Conduct may result in disciplinary action up to, and including, dismissal.

If you are responsible for supervising or

managing colleagues within Compass,

you have additional responsibilities to

ensure that:

• You are a good role model to your

direct reports and by example,

demonstrate

ethica

l behaviour;

• All your direct reports are aware of

the Code of Business Conduct and

have the opportunity to discuss its

application to their role – and of

course, any concerns that they may

have – you might consider making

this a part of the annual appraisal;

and

• The Code of Business Conduct is

actually being followed by those who

report in to you – consider this when

setting objectives and work projects

and act promptly if you become

aware of any breaches of the Code

of Business Conduct by immediately

escalating the matter to your own

Line Manager or local legal

department.

INTRODUCTION

Getting

Help and

Advice

It may feel easier to remain silent or ignore unethical behaviour but our commitment to integrity means that none of us

should ignore a legal or ethical issue that should be addressed.

Each of us has a responsibility to report any potential or actual breaches of the Code of Business Conduct or any

behaviour which is contrary to Compass Values and business principles. This duty applies whether it is you directly or

if you become aware of an issue involving a colleague or a third party connected with Compass.

Where possible, you should firstly consider talking to your Line Manager about any legal or business conduct issue.

If you are uncomfortable talking to your Line Manager or it is not appropriate in the circumstances, you can also get

advice and guidance from:

• your local legal team;

• Group Legal;

• your HR team;

• Group Internal Audit; or

• your local senior management team.

The Reference section which you will find on page 34 at the end of the Code of Business Conduct contains some

helpful contact information.

You can also make use of our Speak Up facility, details of which can be found on page 6.

Q: Does the Code of Business Conduct

contain everything I need to know?

A: You will find examples of situations that may

arise during the course of your employment

throughout the Code of Business Conduct,

together with guidance as to how Compass

expects you to behave in those situations.

However, it is impossible to cover every possible

scenario that may arise and as a world leading

professional organisation, Compass expects

each and every one of its employees to take

personal responsibility for acting in accordance

with the principles contained in the Code of

Business Conduct.

The “Questions & Answers” are intended to

answer both specific questions that may arise

and also illustrate more generally how we expect

you to behave.

INTRODUCTION

Speak

‘Speak Up’ is a Group-wide facility in Compass for our people to confidentially raise

their concerns over actions and behaviour that they feel may be improper, unsafe,

unethical or even illegal; issues that they feel they cannot raise with their Line

Manager or through normal procedures. Employees can do this via a confidential

telephone helpline and web-site, which is run by an independent specialist provider

and is available 7 days a week, 24 hours a day.

Our reputation is based on the standards we set for the quality of services we

provide; our operating controls and practices; and our ethics and integrity. If these standards are compromised, we

undermine our reputation and place at risk the security and future success of the business. We cannot allow this to

happen. We all share the responsibility for conducting our business in a professional, safe, ethical and legal manner.

Key to achieving this is to have a culture of open, honest communication, where our people feel that they are able to

raise with their Line Managers or supervisors activities or behaviour that they feel breach these standards, and potentially

put themselves, their colleagues, our clients and customers, our business and our reputation at risk.

Whilst we believe we have such a culture, we want to ensure that every one of our people feels empowered to

“speak up” on these issues. However, it’s not always that simple. For whatever reason, people sometimes feel that they

cannot “speak up”.

The Speak Up programme provides a confidential way for our people to raise issues where they feel their safety, that

of their colleagues or of our clients, customers and business partners, our standards or our reputation are being placed

at risk.

All issues are handled by independent specialists, who are not employed by Compass Group. Contact with Speak Up

is completely confidential and there is no requirement for you to leave your details, unless you are comfortable doing

so, although it would be more helpful to ensure a more complete investigation if you gave your personal details.

Each report is forwarded to a specially trained 'case manager' who conducts a confidential investigation into the reported

issue.

In many countries the Speak Up helpline has been set-up in more than one language, e.g. Kazakhstan, where operators

are available who speak Kazakh, Russian and English.

If you would like feedback or an update, you can re-contact Speak Up using a unique identification number around 14

days after your original report was made. Compass will not tolerate any reprisal for reporting a problem, raising a concern

or assisting in an investigation. Anyone found to be involved in retaliation against any individual who has raised concerns

in good faith will be subject to disciplinary action.

Q. My manager has asked me to do something

that I don’t think is right. I tried to discuss it

with him but he just told me to get on with

it. I’m worried that my manager will make

things very difficult for me or I will lose my

job if I call Speak Up about this.

A: We would always encourage you to talk to

someone if you become aware of an issue that is

a concern to you. If you are unable to talk to your

Line Manager about this or any other senior

colleagues, we recommend you call Speak Up.

Any issues you report or raise will be

investigated and we will not tolerate any

retaliation against you for reporting the matter.

You must do the right thing and report the matter.

A link to further information on the

Speak Up programme can be found

in the Contacts section of the Code of

Business Conduct on page 34.

VISION &

Our Visions and Values capture in words the spirit of Compass and what we

stand for. They guide the decisions, actions and behaviours of our people;

are evidenced in our customers' experience of the service we deliver every

day globally; and drive our performance and growth.

Our Vision – sets out what we want to be

To be a world-class provider of contract foodservice and support services,

renowned for our great people, our great service, and our great results.

Our Mission – sets out how we are going to achieve this

Everyone in Compass is committed to consistently delivering superior service in the most efficient way, for the

shared benefit of our customers, shareholders and employees.

Our

Guiding Principles

– these set out what guides our decision making

Safety, Health and Environment First – never to compromise on the health and safety of our customers and our

people, and to manage responsibly the impact that our business has on the environment;

Delivering for Clients and Consumers – to earn the continued loyalty of our customers by consistently demonstrating

why we are the first choice for quality, service, value and innovation;

Developing our People and Valuing Diversity – to recognise the diversity and contribution of our people. We

create a work environment that is challenging and provides the opportunities and support for everyone to develop, learn

and succeed;

Profitable Growth – to deliver shareholder value through disciplined, sustainable growth, underpinned by strong

governance, that contributes to and leverages the benefits of our global scale; and

Constant Focus on Performance and Efficiency – to deliver the highest quality and performance, whilst relentlessly

driving to be the lowest cost, most efficient provider.

Our Values – these set out what we collectively believe in and guide our behaviours.

Openness, Trust and Integrity – we set the highest ethical and professional standards at all times. We want all our

relationships to be based on honesty, respect, fairness and a commitment to open dialogue and transparency;

Passion for Quality – we are passionate about delivering superior food and service and take pride in achieving this. We

look to replicate success, learn from mistakes and develop the ideas, innovation and practices that will help us improve

and lead our market;

Win Through Teamwork – we encourage individual ownership, but work as a team. We value the expertise, individuality

and contribution of all colleagues, working in support of each other and readily sharing good practice, in pursuit of shared

goals;

Responsibility – we take responsibility for our actions, individually and as a Group. Every day, everywhere we look to

make a positive contribution to the health and wellbeing of our customers, the communities we work in and the world we

live in; and

Can-do – we take a positive and commercially aware "can-do" approach to the opportunities and challenges we

face.

If you are faced with a situation where

you are unsure of the correct course of

action to take, you may find it helpful to

ask yourself the following questions:

1. Is the action

legal?

2. Is it in line with the

Compass Values?

3. Does it conflict with our

Guiding

Principles?

4. What would others think about this?

and

5. Would you be comfortable if it was

reported in a newspaper?

If you still have concerns after

considering these points, make sure you

seek guidance from your Line Manager,

your local HR team or your local Legal

team.

Don’t forget, you can always discuss any

concerns or issues that you may have by

contacting Speak Up.

THE COMPASS WAY

Compass prides itself on its great food and great service. We work with some of the

most renowned chefs in the world and employ those we believe to be the best in our industry.

The menus and dishes our chefs create provide a choice of high quality, nutritious and well

balanced food. It is our innovation that makes us a market leader. We relentlessly pursue

delivering the highest quality in the most efficient way.

Food

Safe

Our primary concern is that the food we serve is prepared to the very highest standards using quality products and

ingredients. As a very minimum we will comply with all relevant food safety legislation and approved codes of practice.

To ensure best practice we have developed a common minimum operating standard and set of behaviours which must

be practiced at every location we operate. These are based on sound science, regulatory requirements, and industry

best practice.

We regularly measure compliance against these standards and implement performance objectives to assure our clients

and customers that we are providing food which is safe to eat whilst meeting their quality expectations.

All employees who work with food are expected to ensure that:

• Food is always prepared under sanitary conditions that do not expose it to the risk of contamination;

• They are provided with the information, training and tools necessary to do their job in a hygienic and compliant

manner; and

• They comply with all company food safety policies and procedures.

Management assumes the role of supervision of our employees for compliance and conformance with these standards.

Q: I have noticed that one of my colleagues

sometimes forgets to wash her hands before

preparing food. Should I say something to

her?

A: Your hands can easily spread bacteria around

the kitchen and onto food so it is really important

that you always wash your hands thoroughly

before and after any food preparation, as well as

after you have been to the bathroom or touched

waste bins/trash cans. Please do remind your

colleague of this and if appropriate, raise it with

your Line Manager.

A link to our Food Safety Policy

Statement can be found in the

Reference section of the Code of

Business Conduct.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

THE COMPASS WAY

Responsible

Supply

Chain

As a Group, Compass purchases goods and services from a wide variety of suppliers from large international

organisations to specialist local suppliers, all over the world.

Where possible, we source food and ingredients from growers and producers local to our units, purchase from organic

producers and participate in fair trade initiatives. We place great emphasis on sustainable sourcing.

We recognise that there will be suppliers in some countries that will find it harder to meet the exacting standards expected

of large international corporations. In those cases, we will expect such suppliers to meet the requirements of the

Compass Small/Medium Enterprise Audit and to demonstrate continuous improvement.

As a minimum, our procurement activity will comply with relevant Food Safety and Health and Safety standards,

Codes of Practice, Company regulations, laws and standards in the countries in which we operate and will reflect our

ongoing commitment to sustainable food procurement and corporate responsibility (“CR”).

Compass constantly strives to find the right balance between building long-term supply relationships based on the

compatibility of values and behaviour, as well as quality and price.

Suppliers are selected and retained through a non-discriminatory bidding and tendering process. Our positive selection

of suppliers includes, where practicable, a review of the supplier’s policy and activities in relation to good CR practices.

We expect our larger suppliers to meet a robust set of CR criteria and we encourage and assist the adoption of best

practice amongst all suppliers and expect all of our suppliers to abide by the law and to recognise our Code of Ethics.

If your role involves selecting or working with suppliers you should ensure that, from the point of search and

selection, through to supply and payment, your relationship is conducted in accordance with the guiding principles of

responsible and ethical trading.

As a minimum we will act within the Base Code of the Ethical Trading Initiative which is an internationally recognised

code of labour practice, the key elements of which are:

• Freedom of association and the right to collective bargaining is respected;

• Working conditions are safe and hygienic;

• Child labour shall not be used;

• Living wages are paid;

• Working hours are not excessive;

• No discrimination is practised;

• Regular employment is provided; and

• No harsh or inhumane treatment is allowed.

You can find out more information about our work with suppliers by reading our Supply Chain Integrity Policy

Statement. A link to this is contained in the Reference section of the Code of Business Conduct.

Q: One of the suppliers who is tendering for

business with Compass has indicated that if

we tell him what price the other potential

suppliers are offering, he will guarantee to

offer us greater savings. This could be great

news from a financial perspective for

Compass but I feel a bit uneasy about it.

What should I do?

A: You are right to feel uneasy about this. If

something doesn’t feel right, it probably isn’t.

Whilst it is important to look after the best

interests of Compass at all times, you should

never share supplier information with other

suppliers. Not only is this a breach of

confidentiality but you may also be breaking

the law. You should explain to the Supplier

that what he has suggested is unethical and is

not allowed by Compass. You should report the

matter to your Line Manager and you may wish

to consider whether this supplier is one that you

wish to continue doing business with.

If you have any concerns about the

conduct of our suppliers or any

Compass employee relationships with

suppliers, please speak to either your

Line

Manage

r or

you

cal

procurement manager.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

PERSONAL INTEGRITY

Conflicts

Interest

Employees must take care to ensure that no conflict of interest – actual or perceived

– arises between their duty as a Compass employee, and any interests outside of

work.

Conflicts of interest can arise in many ways:

Other work interests and affiliations: undertaking employment for other

companies whilst employed by Compass or being affiliated to other organisations

can create conflicts of interest. For example:

• having a financial interest in another company or organisation;

• holding a Director or consultant position;

• performing services outside of your Compass role; or

• having a second job.

If any of the above relate to a company or organisation that may be considered a competitor of Compass or a client,

contractor or supplier to Compass, a conflict of interest may arise.

Some arrangements of this kind are never permissible – you should not work or provide services for any company or

organisation that you deal with in your role at Compass. If you are considering taking on additional work outside of

Compass that may result in a perceived or actual conflict of interest, you should disclose this to your Line Manager and

seek their written approval to continue with your plans.

Working with close relatives: if you become aware that a close relative works for or provides services to a

competitor, client, contractor or supplier, you should discuss the matter with your Line Manager.

As a general rule, a relative should not have any business dealings with you and where at all possible, with anyone in

your business unit or anyone who may report in to you. For the purposes of the Code of Business Conduct, we consider

that a “close relative” would include a spouse, partner, parent, step-parent, child, step-child, sibling, step- sibling, nephew,

niece, aunt, uncle, grandparent, grandchild or in-laws.

Board of Directors

We recognise that as a professional organisation, our employees may sometimes be asked or invited to serve on the

board of directors of another organisation, and this can, in some circumstances, raise a conflict of interest or a legal

issue. Before you accept a position as a board member for any organisation (including not-for-profits), you should

first get written approval from your country Managing Director.

Q: We are looking to recruit some additional

catering staff in the unit where I work. My

daughter is looking for some part time work

before she returns to university and I am

wondering if I can put her name forward for a

role?

A: If you think that your daughter is suitable for

the vacancy and has the right personal attributes

and experience, then we would encourage you to

speak to your Line Manager and recommend her

for consideration. You must make it clear that

you are related and should have no involvement

in the recruitment process and the vacancy

should be for one that you do not directly

supervise or work closely with.

You can get further advice and support

regarding conflicts of interest from your

Line Manager, your local legal team or

your local HR team.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

PERSONAL INTEGRITY

Conflicts

Interest

(cont’d

)

Investments

Conflicts of interest may occur if investments are made in competitors, suppliers or customers. Any “substantial

interest” in a competitor, supplier or customer requires the prior written approval of your country Managing Director.

For the purposes of the Code of Business Conduct, a “substantial interest” means any financial interest that might actually

or be perceived to influence your judgement. Investments in public companies which are quoted on a recognised stock

exchange (such as the CAC 40, NYSE or the London Stock Exchange), where your ownership is less than 1% of that

company, are acceptable.

Many actual or potential conflicts of interest can be resolved in a way that is acceptable for both Compass and the

individual. The important thing is to highlight the potential conflict so that an appropriate course of action can be agreed.

If you are concerned that you (or a colleague) may have a conflict of interest, you must disclose this to your Line

Manager. Failure to disclose a conflict of interest may lead to disciplinary action.

Insider Trading

Trading using “inside information” is a criminal offence in the UK, US and many other countries. Inside information is

material information about a company which is known to directors and employees of the company but has not been

released to the public. It may also relate to another publicly trading company. Sharing inside information or using it to

buy or sell shares is not allowed.

You should not buy or sell Compass shares (or those of any other listed company) if you are in possession of inside

information. You should not ask other people to trade on your behalf or confide in others with the inside information that

you have.

No inside information should be disclosed by any business without the prior written approval of either the Group

Chief Executive, Group Investor Relations & Corporate Affairs Director or the General Counsel & Company Secretary

who will:

• Ensure that the inside information is made available as required by law;

• Release the inside information via the London Stock Exchange (or such other permitted mechanism); and

• Make announcements available on the Compass Group PLC website.

Full contact details for these departments can be found in the Reference section of the Code of Business Conduct.

Q: We have been working on agreeing a joint

venture agreement with a new business

partner which, if successful, could really

grow the business of both companies. I am

aware that my sister and brother-in-law have

some shares in the other company that they

have been thinking of selling. I would like to

ensure that they receive the best price for

their investment and tell them to hang on to

the shares until our business relationship is

announced. Will I get into trouble for doing

this?

A: Yes. The information you have about the new

joint venture relationship is confidential and

should not be shared. It is likely to be considered

material information as investors (such as your

family) would probably consider the information

when making a decision about their shares. You

must not disclose the information.

Material information is information

which would be likely to affect the

company’s share price, once it is

known to the public. For example,

information about a management

restructure, new product information,

significant new contracts, major

litigation or earnings statements or

forecasts.

You can get further advice and support

regarding conflicts of interest and

insider trading from your Line

Manager, your local legal team or your

local HR team.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

PERSONAL INTEGRITY

Gifts and

Hospitality

We appreciate that giving and receiving gifts or hospitality can help build goodwill in

business relationships but they are only appropriate in limited circumstances.

In no circumstances should any employee offer, give or accept any gift or hospitality,

regardless of value, which might be construed as influencing a business decision.

Consider the following points when you are faced with an opportunity to give or receive gifts or hospitality:

• What is your intention when offering a gift or hospitality or what do you think is the intention of the business

partner when offering the same to you?

• Is the intention to build a business relationship or to influence a business decision such as the award of a

tendered contract?

• Is the nature of the gift or hospitality modest or could it make you (as the recipient) feel under an obligation to

give something back?

• Have you checked to see if the gift/hospitality is legal in the country of both the recipient and the offeror? Be

particularly careful when considering gifts or hospitality for government officials as some countries do not allow

this.

• Have you checked if the recipient of the gift or hospitality is allowed under their gifts policy to receive this?

• Are you happy to justify giving or receiving the gift or hospitality? If it doesn’t feel right, it probably isn’t.

Does it

matter

what kind of gift or

hospitality

offe

There are some kinds of gifts or hospitality which should never be considered as acceptable. You should not give, offer,

receive or approve any:

• Gifts or hospitality involving third parties involved in any competitive bid or tender process that you are – or may be

considered to be – involved in;

• Gifts or hospitality that would be illegal under local laws such as offering a gift to a government official which may be

seen as a bribe under local law – please ensure you are familiar with your local legal obligations;

• Payments of cash (or cash equivalents) or paying someone else’s personal bills or expenses;

• Any hospitality that might be in breach of this Code of Business Conduct or that may be considered indecent or

inappropriate as part of a business relationship or which may have a negative effect on Compass’ reputation;

and

• Gifts or hospitality that you are not prepared to report or seek approval for internally irrespective of whether you

use personal or company hospitality.

Q: I have been in discussions for many

months with a local government body about

outsourcing support services. I have now

been invited to the wedding of the daughter

of a local government official. It is expected

in my culture that guests will give cash gifts

at the wedding. Is this acceptable?

A: We appreciate that cultural differences may

sometimes present us with difficult situations

and whilst we wish to always remain sensitive to

this, offering a cash gift is strictly prohibited,

regardless of the circumstances. It may be

appropriate to offer a non-cash gift, but you

must discuss this first with your Line Manager

and get his/her prior approval before giving

out any gift.

PERSONAL INTEGRITY

Gifts and

Hospitality

(cont’d)

You must always seek prior approval from your Line Manager before offering or accepting any gift or hospitality.

For Top 10 Countries

You must always seek approval from your Managing Director (or other appropriate officer designated by your Managing

Director) before offering or accepting any gift or unbudgeted hospitality* which may exceed, for each recipient, the

following limits in any 12 month period commencing 1 October each year:

• Hospitality (including meals) that exceeds the lower of (a) £3,000 or (b) the lower local limit set by your country

Managing Director;

• Gifts valued at more than £100 (or any lower local limit); or

•

Travel or overnight accommodation provided or offered by way of hospitality.

In addition, prior approval must be sought from your Group Managing Director for a) any hospitality valued at more than

£5,000 (for up to 5 people); b) any hospitality valued at more than £7,500 (for between 6 - 10 people) or c) gifts valued

at more than £500. AIC approval must always be sought for gifts valued at more than £2,000 and for hospitality valued

at more than £75,000.

For All Countries outside of Top 10

You must always seek approval from your Managing Director (or other appropriate officer designated by your Managing

Director) before offering or accepting any gift or unbudgeted hospitality* which may exceed, for each recipient, the

following limits in any 12 month period commencing 1 October each year:

• Hospitality (including meals) that exceeds the lower of (a) £1,500 or (b) the lower local limit set by your country

Managing Director;

• Gifts valued at more than £100 (or any lower local limit); or

• Travel or overnight accommodation provided or offered by way of hospitality.

In addition, prior approval must be sought from your Group Managing Director for a) any hospitality valued at more than

£2,500 (for up to 5 people); b) any hospitality valued at more than £5,000 (for between 6 - 10 people) or c) gifts valued

at more than £250. AIC approval must always be sought for gifts valued at more than £1,000 and for hospitality valued

at more than £75,000.

* Hospitality (whether provided at a

Group operated venue or purchased from

a third party) that has already been

included in a cost-centre budget, which

has been approved as part of the setting

of that financial year’s budget by the

relevant country’s GMD and which is

subject to periodic reviews during the

financial year, is not subject to the

financial thresholds set out above and is

deemed to have already received an

appropriate level of scrutiny and

authorization. The requirements of this

policy as to the time at which hospitality

is offered and so on (e.g. not during a

tender) apply.

Don’t forget, you can always discuss any

concerns or issues that you may have by

contacting Speak Up.

COMMERCIAL INTEGRITY

Gifts and

Hospitality

(cont’d)

Please note that these values are Group standards which are set out in the Group Approvals Manual, which may be

subject to change from time to time. The local gifts and hospitality policy in the country in which you work may set more

stringent thresholds with which you must comply. It is your responsibility to familiarise yourself both with the thresholds

that apply in your local country and the thresholds set out in the Group Approvals Manual.

Accepting Gifts

We appreciate that in some countries and cultures, it may be considered an insult to decline a gift that is offered to you

but would otherwise be in breach of the Code of Business Conduct. In such circumstances, you may accept the gift but

you must immediately report it to your Line Manager who will advise whether you can keep the gift, if it should be

returned to the donor or sold with the proceeds being donated to charity.

Under no circumstances should you accept any gifts of cash (or cash equivalents such as a bank cheque, money orders,

investment securities or payment of personal bills or expenses).

Visits from

Government, Joint Venture,

Public and State Owned Company

Delegates

Due to the nature of our business, we sometimes receive visits from government, joint venture or state owned company

delegates to our offices or sites where we operate around the world. Whilst it is acceptable to promote, demonstrate and

explain the benefits of the services that Compass offers, there should be no attempt to influence any decisions by

offering personal benefits.

Gift and Hospitality records and

approval

All gifts, hospitality and business meals

which are offered to or by Com pass

employees

(whet

her accepted or

declined) must be approved by your Line

Manager. You should keep a copy of all

your expense claims which will effectively

form a record of gifts or hospitality that

you provide. In addition, if you are

offered any gifts or hospitality yourself,

you must inform your Line Manager so

that a record can be kept, regardless of

whether or not you accept the offer. All

Line Managers should keep a record of

any gifts and hospitality that is offered to

them or those that report to them. An

example of such a register is available

from the Group Legal Department.

Prior approval from your Line Manager

must be sought before agreeing to pay for

any travel, accommodation or expense

costs of any visiting government or state

officials.

Don’t forget, you can always discuss any

concerns or issues that you may have by

contacting Speak Up.

COMMERCIAL INTEGRITY

Competition

and

Anti-Trust

Compass takes its compliance with competition law – sometimes referred to as anti-trust law –

very seriously. Breaches of competition law will not be tolerated.

The laws on competition may vary from country to country and some laws can even apply to

business conducted outside the country of origin. The consequences of breaching competition

law can be severe for both companies and individuals. In the EU, a company can be fined up to

10% of its group annual turnover for engaging in anti-competitive behaviour. In some countries including the US, Brazil,

and the UK individuals found guilty of certain anti-competitive practices can receive prison sentences.

One of the factors that is often considered by the authorities when reviewing whether or not a company has acted in an

anti-competitive manner, is the market share that the company has. It is illegal in many jurisdictions to use anti-

competitive means to acquire or maintain a monopoly or dominant position. You should liaise with your local legal team

if the business area in which you operate has a significant market share.

In some countries, charging different prices to different customers can be considered anti-competitive. If you are

involved in setting prices for goods or services in your business area, you must familiarise yourself with the local

applicable law. Please speak to your local legal team for guidance.

NEVER:

• agree (or even discuss) with competitors the price at which Compass will sell goods or services;

•

attempt to dictate to customers the price at which they resell goods or services supplied to them by Compass;

•

automatically adopt suppliers' recommended retail prices - make your own pricing decision and record it;

• agree to artificially carve up a market i.e. by agreeing how customers/contracts with any non-Compass company

will be shared or by parcelling out different exclusive territories to each other;

• rig bids or tenders or have any communication with competitors in relation to any bids or tenders (except, for

instance, in connection with an official joint bid or joint venture being dealt with by your local legal team); and

• agree with any other company to artificially limit the production of goods or the supply of services.

DO NOT, WITHOUT FIRST CONSULTING YOUR LOCAL LEGAL TEAM:

• charge prices which are below total costs with the intention of pushing a competitor out of the market;

• refuse to supply an existing customer (except where the customer, for instance, refuses to pay bills);

•

agree to exclusive contracts lasting for more than 5 years; and

• enter into agreements that give Compass "first refusal" for future foodservice and support services opportunities on

a given site.

Please note that you should consult with the Group Legal Department if you do not have a local legal team in the

country in which you operate.

Q: We have been coming under some pressure

from clients to review our contracts following

the recent increase in food costs, especially

wheat. It would be really helpful to understand

what our main competitors are doing, as we

need to remain competitive whilst ensuring

that we offer our clients the best price that we

can. Surely it is in our clients’ best interests

if we can discuss this with our competitors and

come to some general agreement?

A: It would be illegal for you to discuss pricing plans

or the possibility of fixing prices with our

competitors even if you do believe that this would

be of some benefit to our clients. You would be

placing yourself and the company at serious risk

of prosecution if you were to do this, as well as

causing damage to Compass’ reputation.

Competition law regulates dealings

with

competitor

customer

distributors and other third parties

around the world. They prohibit

agreements, arrangements and

concerted business practices which

appreciably prevent, restrict or distort

competition (or have the intention of

doing so).

COMMERCIAL INTEGRITY

Competition

and

Anti-Trust

ont’d)

Trade

Associations

Compass employees must be particularly cautious when considering joining a

trade association so as to ensure that they do not put themselves at risk of

engaging, or being perceived to engage, in any anti-competitive behaviour. You

should not join a trade association without the approval of your country Managing Director, who will refer the matter to

the Group Legal Department for confirmation. Employees are advised to maintain a careful record of any meetings with

representatives of competitors.

Trade Associations should not be used as a forum to agree a common approach to a commercial issue such as

price discounting. Even passive participation in meetings when discussions are taking place about, for example, agreeing

prices for the market, could place you and Compass at serious risk. You should make it clear that you are not comfortable

with the discussions and leave the meeting immediately. You should then report the matter to your local legal team

promptly.

If you are in any doubt about your participation at trade association meetings you should consult with your local legal

team.

Money

undering

We are all expected to comply with money laundering prevention laws.

It is Compass’ policy not to accept payment for goods or services performed under contract from our clients (as

opposed to end-customers) in cash, travellers cheques, third party payments or money orders. We would usually

expect payments from clients to be drawn on bank accounts held in the name of the invoiced client.

Any payment that Compass makes to a supplier or other third party must also be made to a bank account titled in the

name of the contracted third party. Any exceptions to this must be pre-approved in writing by either your local legal team

or your Finance Director.

It is the responsibility of local management to ensure that Compass conducts its business in accordance with all

local legal requirements, including compliance with any currency reporting requirements.

Q: One of our smaller clients has recently

contacted me to ask if they could settle our

invoice from a number of different accounts.

Is this okay?

A: You are right to check if this is acceptable. We

must be very careful about this kind of request as

it may indicate money laundering. Please refer

this matter to your Line Manager or local legal

team before responding to the client as there

may be a genuine reason for the client’s request.

Money laundering is the process by

which criminals attempt to hide and

disguise the true origin and ownership

of money gained through criminal

activities and can also refer to the

financing of terrorism. Money may be

filtered

throu

gh a

serie

s of

transactions in order to “clean” it and

give it the appearance of being from

legitimate sources.

You can get further advice and support

regarding competition, anti- trust

issues and money laundering from

your local legal team or contact the

Group Legal Department. Full contact

details can be found in the Reference

section of the Code of Business

Conduct.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

COMMERCIAL INTEGRITY

Bribery

and

Corrupti

Bribery is the giving or receiving of a gift, payment or other benefit, in order to obtain a commercial advantage. A bribe

need not actually be paid – it is sufficient that it is asked for or offered. A bribe can be an issue irrespective of whether it

involves private industry or government.

Bribery or corruption in any form is unacceptable and we are committed to transparency in all our business dealings.

Most countries have laws that prohibit corruption. A breach of any of these laws is a serious offence which may result

in fines for Compass and imprisonment for individuals.

We are committed to creating a working environment in which all our people uphold the highest standards of

integrity and professionalism. This is particularly important in our dealings with governmental, federal, state, public and

local authority officials in any country.

You should always abide by the following basic rules irrespective of whether you are dealing with someone in private

industry or government:

• Never offer or make any unauthorised payments;

• Never attempt to induce anyone to do something illegal or improper;

• Always report any suspicions or knowledge of improper payments being offered or received; and

•

Never offer or accept money (or anything of value), gifts or kickbacks, for obtaining contracts or business.

Q: I am currently running a tender process

amongst suppliers for potatoes. One of the

potential suppliers has offered me tickets to

a big football game this weekend. He cannot

go but has said that I can have two tickets

and take a friend. Can I accept these tickets?

A: You should be very wary about accepting these

tickets. As you are in the middle of a tender

process, you may be seen to be accepting a

bribe and invitations such as this should be

politely declined whilst the tendering process is

underway. You should not offer or accept any

gifts or hospitality which may be seen to

influence a business decision. Please refer to

the Gifts and Hospitality Policy for further

information.

The Compass Group Theft and Fraud

Policy confirms the Group’s zero

tolerance approach to fraudulent,

dishonest or deceptive activities or

behaviour and is available on the

Group’s intranet for all employees to

refer to as required. The Code of

Ethics reinforces the Group’s overall

approach to doing business in an

ethical way. It is also available to all

employees on the Group’s intranet.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

COMMERCIAL INTEGRITY

Bribery

and

Corruption

(cont’d

)

Facilitation Payments

Facilitation payments are the payments of sums of money to a public official (or other person) as a way of ensuring that

they perform their duty either more promptly, or at all. For example, to secure the speedy release of goods held in

customs.

The giving of facilitation payments by Compass employees is prohibited. You should not make such payments, even if

they are for nominal amounts or are “normal” practice in the country in which you operate.

New

Territories,

New

Sectors,

Agents and

Consultants

As part of our risk assessment procedure, the establishment of any business in a new country or territory in which

Compass does not currently operate, or the introduction of a new business sector/line into an existing country, must first

be approved by the Group Chief Executive and Group Finance Director using the procedure set out in the Group

Approvals Manual.

In addition to this, the process for the appointment of consultants and agents to act on behalf of Compass (which is also

set out in the Group Approvals Manual) has changed.

Please consult the Group Approvals Manual to understand the latest financial limits beyond which approval

must be sought. These have been significantly reduced since 1 February 2011.

Q: We have been receiving an increasing

number of visits from government officials

who are responsible for issuing our health

and safety licences. They expect to be taken

for dinner and have asked us for cigarettes,

and sometimes, cash. I am worried that if I

refuse them, they will not issue our licences

so we cannot operate our business. What

should I do?

A: Whilst it is imperative that we operate our

business units with all the correct licences and

approvals, the offering of gifts or cash to

facilitate the issuance of licences is strictly

prohibited. You should immediately report this

matter to your Line Manager.

You can find out more about our policy

on bribery and corruption by making

sure you are familiar with the Code of

Ethics (a link to this can be found in

the Reference section of this Code of

Business Conduct) and also by

seeking further guidance from your

local legal team

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

COMMERCIAL INTEGRITY

Reporting

and

Accounting

It is essential that Compass records its financial and non-financial information in an

accurate and objective manner.

Financial Reporting

All books, records and accounts must conform with the Compass Accounting Policies

and Procedures Manual. The manual is a single reference source on compliance with

International Financial Reporting Standards reporting for all areas of the business and enables all Compass businesses

to report under a single, clearly defined set of policies.

Remember the following basic rules:

• All records must be accurate and complete and they should allow an accurate view of the business at any point in

time;

• Supporting documentation should be collected at the time of a transaction;

• Accounting records and documentation should be retained in accordance with local legal and fiscal requirements,

but in any case, for not less than six years;

• Annual financial statements and documents relating to acquisitions and other significant transactions should be

kept permanently; and

• Fully co-operate with any internal or external audits, making sure that you provide the auditors with accurate

information and allow them unrestricted access to documents and colleagues (subject always to legal constraints).

You must never:

• Falsify any record – financial or non-financial;

• Dispose or otherwise transfer any Compass assets without proper documentation and authorisation under the

Group Approvals Manual;

• Make any false or misleading accounting entries or expense claims; or

• Destroy information to conceal bad practices.

If you are concerned that correct financial processes are not being followed or that any kind of false or misleading entries

are being made, you should promptly report your concerns to your Line Manager. If you are uncomfortable raising the

matter with your Line Manager, consider speaking to your local Finance Director, HR or Speak Up.

Q: We have had a really successful half-year and

have exceeded our targets. We aren’t

expecting the next few months to be as

easy and I am wondering if I should book

some of our new client revenues into next

quarter’s figures to even out our

performance. I don’t think this will have a

negative impact on the client and I won’t

amend the actual figures. Is this okay?

A: No. Any activity aimed at shifting sales or

profit between reporting periods may result in a

misrepresentation of our financial position and is

unacceptable. Please ensure that all reporting is

accurate and not misleading.

You can get further advice and support

about accurate reporting and accounts

from your Line Manager, local finance

team or Group Finance.

The Group Accounting Policies and

Procedures Manual and the Group

Approvals Manual contain further

information and guidance on this

subject.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

COMMERCIAL INTEGRITY

Data

Privacy

As a business, Compass holds personal data about employees, our clients, suppliers

and other third parties. This information can be held in paper files as well as

electronically. It is crucial that we ensure that the confidential nature of any such personal

data is kept secure at all times.

In some countries, compliance with data privacy regulations is required by law and any

failure to comply could result in financial and criminal penalties for both Compass and

the individual. Any personal data that we hold must only be used for business purposes and we must ensure that it is:

• Obtained lawfully;

•

Processed only for the purposes for which it was obtained;

•

Accurate and relevant to the purpose;

•

Not held for longer than is necessary;

• Stored securely; and

•

Not transferred to other countries without adequate protection.

In addition to the above points, each of us has a responsibility to ensure that individuals who provide personal data to

us are made aware of who will have access to that data, and for what purpose.

Always abide by the following basic rules:

• Personal data should only be accessed by those authorised to do so, and only for business purposes;

• Personal data should never be provided to unauthorised persons in or outside of Compass without the necessary

consents and contracts in place to ensure that they also treat the personal data with the same level of confidentiality;

and

• Always ensure that personal data is held securely with restricted access.

If you receive any formal statutory or regulatory requests, or complaints from individuals to access personal information

that we are holding in respect of them, you must first refer the matter to your local legal team or whoever locally is

responsible for managing data protection issues.

Q: I am looking to run a marketing campaign

in my local area to promote our new support

services offering. Can I use the names and

addresses held on our client database to put

together some mailings?

A: You must only send out marketing material to

individuals who have agreed to receive this kind

of information, otherwise you could be breaching

local data privacy laws. The data held on a

client database may have been collated for a

different purpose and so you cannot assume that

this is okay to use. You should speak to your

Line Manager or your local marketing

department for further guidance.

You can get further support and

guidance about data privacy from your

Line Manager or local legal team.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

EMPLO

MENT

Health and

Safety

At Compass, our people will make us not just a good company to work for and do business

with, but a great company with a reputation for high standards and quality.

Our people are our most valuable asset. They are key to the success of the business. It's

every manager's responsibility to ensure that they lead in a way that nurtures, motivates and

inspires our people, without exception, to provide outstanding service for one another, our clients

and our customers.

It is our moral obligation to safeguard each other, our customers and the environment by operating an injury free, healthy

workplace serving food that is always safe to eat and that minimises our environmental impacts.

Health and safety remains our number one operational priority. All management meetings throughout Compass feature

a Health and Safety update as one of their first agenda items. Our Health and Safety policies are reviewed by the

Compass Group PLC Board on an annual basis to ensure that they continue to meet the needs of the business

and relevant legislation.

Compass is committed to providing a safe and secure working environment to all employees and to promote best practice

across Compass. We have developed a policy, minimum operating standards and behaviours which are steadily being

rolled out across the Compass business. Specifically we will:

• Seek to prevent injury to any employee, customer or contractor;

•

Conduct a full risk assessment as soon as practicable when taking on any new contract;

• Consider the safety implications of our procurement decisions; and

•

Ensure that every employee is properly trained to safely perform their work.

We also expect similar high standards from our suppliers and contractors.

We work hard to continually improve our health and safety performance and we have started to measure our performance

against a set of clear metrics to assure our customers and others who work with us that we are operating the safest

environment possible.

We believe that a commitment to safety requires a balanced approach from both management and employees.

EMPLO

MENT

Health and Safety

(cont’d)

As part of this approach, Compass expects that management at all levels will:

• Ensure compliance with health and safety standards;

•

Provide and maintain a safe working environment at all times;

•

Develop, promote and implement company health and safety systems and practices;

• Effectively use Compass resources to meet our health and safety standards and objectives; and

•

Train all employees to enable them to work in a safe and efficient manner.

In addition to the above, Compass expects all employees to:

• Display a “duty of care” for themselves and others in providing a safe working environment;

• Report any unsafe acts or conditions to their Line Manager promptly;

•

Actively contribute ideas in order to make the workplace safer and more productive;

• Never walk away from an unsafe act or hazard. If you observe someone else performing an unsafe act, you

should explain to that person why it is unsafe and ask that they stop. If they refuse, it is your responsibility to report

this to your Line Manager;

• Not come to work under the influence of non-prescribed drugs or alcohol;

• Always wear the correct personal protective equipment;

•

Make sure you know what to do if an emergency occurs at your place of work; and

•

Follow safe work procedures at all times.

Q: I am organising a large team of temporary

staff to help me at a forthcoming sporting

event. We are really tight on time and

expect to be incredibly busy. I’m planning

on cutting out the health and safety talk

and emergency procedure as most of the

temporary staff have worked for me before.

Is this okay?

A: No. We all have a responsibility to ensure a

safe and secure working environment for

everyone who works for Compass. It is

important that you spend a few minutes briefing

the team and outlining the procedure to follow

in the event of a fire or other emergency.

You can get further support or

guidance on health and safety matters

from your Line Manager, your local HR

team, local HSE team or Group HSE.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

EMPLO

MENT

Fair

Treatment

and Equal

Employment

Opportuni

ties

Compass respects and values the individuality and diversity that every

employee brings to the business and we seek to create a positive, open working

environment wherever we operate.

In relation to our employees:

• We are committed to basing our relations with our employees on respect for the dignity of the individual and fair

treatment for all;

• We aim to recruit and promote employees on the basis of their suitability for the job without discrimination; and

• We do not tolerate any form of discrimination or sexual, physical, mental or other harassment of any kind towards

our employees.

To help us achieve our aims we have developed a simple framework of objectives, measures and actions that focus on

the five key areas of people management and development:

• Attract – recruiting the right people, in the right way and reflecting the diversity of the communities that we work

in;

• Retain – having the right rewards and benefits and work environment for people to want to stay with us;

• Develop – ensuring that people have the right skills to do their job and develop careers with us;

• Engage – connecting all our people to our goals, motivating them to achieve them and recognising their

achievements; and

• Perform – having the processes in place to manage and continually improve individual performance.

As an employee you must:

• Treat your colleagues fairly and with dignity and respect. Discrimination of any kind will not be tolerated;

• Follow all applicable labour and employment laws in the country in which you work. Make sure you are familiar

with any applicable local legislation – speak to your local HR department for further guidance; and

• Report any instances of breaches of our commitment to equal opportunities. Do not be afraid to speak up – we all

have a responsibility to address issues that we become aware of.

Q: I recently applied for a new role in our

business which would have been a

promotion for me. I did have an interview,

together with four other internal

candidates but I did not get the job. I was

told “unofficially” that they are looking for a

man for the role as there is some

international travel requirements and they

don’t think female employees would be

willing or able to leave any young family.

What can I do?

A: It is unacceptable for you to be discriminated

against because of your gender. All candidates

for vacancies should be judged on their

qualifications and suitability for the role. You

should raise this with your Line Manager or HR

team. If you feel uncomfortable doing this, you

could contact Speak Up.

You can get further support and

guidance about the fair treatment and

equal opportunity principles under

which we operate from your Line

Manager, local HR team or Group HR.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

EMPLO

MENT

Working without Harassment/Bullying

We expect that all employees should be treated fairly and with respect. We will not tolerate harassment or bullying of

any kind in the workplace against our employees – or our suppliers, business partners or clients.

Please make sure you always abide by these basic rules:

• Do not make jokes about race, ethnicity, religion, age or sexual orientation;

• Do not distribute, display or keep on company property any material which could be considered offensive

including emails, cartoons, photos etc;

• Do not spread malicious rumours or use email, voicemail or other means to transmit derogatory or discriminatory

comments; and

• Always treat personal information as confidential. Do not misuse it; and remember:

• Offensive, intimidating, insulting or malicious behaviour of any kind will not be tolerated.

All forms of harassment or abuse are against company policy and will not be tolerated. If you are being bullied or

harassed, or are aware that someone else is, please speak to your Line Manager or another senior member of staff.

Alternatively you can call Speak Up.

Q: Some of my colleagues at work have been

making fun of my accent. I appreciate that

this started off as harmless fun but the

comments have become more personal and I

find this quite upsetting. I don’t want to

get anyone into trouble but I would really

like it to stop. What should I do?

A: We would encourage you to speak with your

colleagues and explain the effect that their

behaviour is having on you. If you feel

uncomfortable doing this, or this does not stop

their behaviour, you should speak to your Line

Manager or HR. Discrimination of any kind

should not be tolerated.

You can get further support and

guidance about working without

harassment and bullying from your

Line Manager, local HR team or Group

HR.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

COMPANY ASSETS

Brand

Protection

Our reputation is a key factor in attracting clients and consumers to Compass and it is

imperative that the value and goodwill in this reputation is appropriately protected and

promoted by, amongst other things, taking steps to manage and protect our brands

properly.

As a market leader in the foodservice and support services sector, we often produce

recipes, processes, non-public ideas and strategies that belong to Compass and which we must protect. The use

made of a trade mark in connection with our business and services builds significant goodwill, reputation and brand

value. We must also protect other confidential business information, such as customer data and personnel information

and ensure that it is kept confidential.

In addition, our trade secrets, such as information contained in the Compass Service Framework or recipes and process

maps, help distinguish us from our competitors and maintain a competitive advantage in the market place.

You should consult with your local legal team if you are considering developing a new brand or technology where you

wish to rely on intellectual property rights. Please also refer to the Compass Group Intellectual Property Policy.

Always remember the following basic rules:

• Never agree to assign our intellectual property rights to clients, customers or other third parties without first

consulting with your local legal team;

• Do not agree to share any of our intellectual property or confidential information without first making sure an

approved confidentiality agreement is in place. Seek advice from your Line Manager or your local legal team if you

are unsure; and

• Never use Compass intellectual property or confidential information for personal gain or for reasons unconnected

with your role at Compass.

We are committed to respecting the intellectual property and confidential information of third parties. You must follow

these basic rules:

• Only copy documents and materials when you have specific permission to do so;

• Do not knowingly infringe a patent, trade mark or other intellectual property right of any third party. Please seek

advice from your local legal team if you are in any doubt;

• Do not use any third party’s confidential information unless you are authorised to do so in a signed confidentiality

agreement that meets local internal guidelines; and

• Do not load any unlicensed software on any Compass computer or other equipment.

If you have any questions, please speak to your Line Manager or seek advice from your local legal team.

Q: I have recently joined Compass from one of

their major competitors. Before I left, I took

copies of some purchasing data, including

pricing information, which I think could

really be beneficial to my new team. Surely

using this information will be in the best

interests of Compass?

A: No! Not only are you likely to be breaching your

obligations of confidentiality to your previous

employer and the principles contained in the

Code of Business Conduct, you may well be

breaking the law. You must not bring or use

any confidential information from any previous

employer. This does not mean that you cannot

use any general knowledge or skills that you

have learnt at any previous employer. If you

are in any doubt, please check with your local

legal team.

You can get further support or

guidance on brand protection from

your Line Manager, local marketing

team, Group Market Development

team or the Group Legal Department.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

COMPANY ASSETS

Confidenti

ality

No employee should disclose any confidential information relating to any Compass company or its business outside the

Group without specific authority to do so.

Where confidential information is to be disclosed to another party, it should be released only under the terms of a written

confidentiality agreement or undertaking entered into with the other party.

If you are required to disclose confidential information under the terms of an order of any competent judicial,

governmental, regulatory or supervising body, you should first notify your local legal team and seek their approval before

making the disclosure.

Employees should not use Compass’ confidential information for their own personal advantage or for a friend or

relative.

You should also make sure that you are familiar with your local IT policy and follow its guidelines in terms of security and

the use of Compass IT systems. Please remember that the company may monitor and record your use of the IT systems

at any time and without prior notice.

Physical A

ssets

We all have a responsibility to ensure that Compass property that we use or come into contact with as part of our work

is not damaged, misused or wasted. We also have a responsibility to report the abuse of Compass property by others.

Please also make sure that any Compass property that you use is well maintained so that it can be operated safely and

properly.

Q: When I was taking out some papers to be

recycled I found a bag with lists of

employees and payroll information on it. I

am concerned that this information could

have been seen by anyone. What should I

do?

A: You should take the papers to the HR

department and report the matter to your Line

Manager or HR. We are all responsible for

maintaining the security and privacy of

confidential information and you are right to be

concerned by what you have found. The HR

department will ensure that the papers are

securely destroyed and make sure that

whoever left the papers there is reminded of

their duties in this regard.

Confidential information is any

information or knowledge, the

disclosure of which outside Compass

might be prejudicial to the interests of

Compass. Examples include (but are

not limited to):

• new product or services

development material;

• unpublished financial data;

• business ideas, processes or

strategies;

• sales, marketing and other

corporate databases; and

• Personnel data.

You can get further support or

guidance on issues of confidentiality

from your Line Manager, your local

legal team or the Group Legal

Department.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

COMPANY ASSETS

Information Security

Compass’ systems - that is our IT hardware, software, office equipment, telephone and

email system - are all intended to be used for conducting Compass business. Each

user is required to use the facilities in a professional and responsible manner at all

times.

In order to protect both Compass and individuals using our IT systems, you should

always ensure that your use of the Compass IT systems:

• does not break the law in the country where you are working;

• does not risk bringing the Compass name into disrepute; and

•

does not cause damage or disruption to Compass’ business.

In certain circumstances, misuse of either the internet or email can constitute a criminal offence. Each of us has a

responsibility to ensure we understand the legal restrictions that apply in the country where we are working, and

make sure we adhere to them. Please speak to your local legal team for further guidance on legal restrictions that may

apply in the country where you work.

Please make sure you always follow these basic rules:

• do not install or use any unauthorised hardware or software on any Compass system;

•

protect any username or password that you are allocated and do not share them with others;

• do not access or download, create or forward emails, documents or images that may cause offence, distress or

harassment to others;

• restrict your use of Compass systems for personal use to a minimum; and

• make sure you save and back up regularly any data or work that you hold on your system in accordance with the

advice of your local IT team.

Q: I run a small business from home at the

weekend selling handmade jewellery. There

is no conflict between this and my work for

Compass (I have checked this with my Line

Manager) and usually it does not impact on

my work. I have a rush of orders at the

moment and would like to spend my lunch

break accessing my website to check some

customer orders. Is this allowed?

A: Whilst Compass does permit brief and

occasional personal use of the internet, our

policy does not permit employees using the

internet at work for any personal monetary

interests or gain. You must run your “home”

business at home.

This guidance must be read in

conjunction with the Compass IT

Acceptable Usage Policy (which can

be accessed via the Group’s

intranet). If you are unclear on any

issue please speak to your Line

Manager.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

EXTERNAL

CTIVITY

Dealing with

Governments

and Public

Regulatory Bodies

You may come into contact with government officials or representatives from

public regulatory bodies during the course of your work for Compass. If you are

asked to provide them with any information in connection with an enquiry or

investigation, you have a duty to make sure that you are truthful and accurate,

and that Compass’ legitimate interests are protected.

Always contact your local legal team before responding to any request for information from an unexpected agency. You

should make sure that any information or files relevant to the investigation are preserved and not destroyed. This

includes making sure any electronic systems for record disposal are temporarily suspended to ensure that relevant

records are kept.

Compass employees are expected to co-operate fully with the investigation. You must not obstruct the collection of

information by properly authorised officials or retaliate against anyone who co-operates with the investigation.

If government officials attend your office or unit and request information, please make sure you follow these basic

rules:

• contact your local legal team immediately;

• ask to see identification and take a copy of it;

•

clarify with the individuals which organisation they are representing, what is the nature of their investigation; and

•

make sure that the representatives are not left unattended.

You should contact your local legal team if you have any doubts and make sure that you are familiar with the

required local procedure in the event of dealings with local government and public regulatory bodies.

Q: In my previous company, we were advised

to not give out any information to any

external parties, regardless of who they

were. I don’t want to get in trouble for

breaching confidentiality. What is the

correct thing for me to do?

A: The first thing you should do is contact your

local legal team – they will advise you on what

information can and cannot be given to any

third party.

You can get further support or

guidance on issues of confidentiality

from your Line Manager, your local

legal team or the Group Legal

Department.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

EXTERNAL

CTIVITY

Community

and

Charitable

Activity

Success in business is dependent on compliance with legal constraints, together with

sensitivity to local customs and conventions governing business relationships. The

communities in which we operate (and from which we draw our employees) are important to

us.

Compass is committed to making a positive contribution to the sustainable development of

the communities in which we operate. We strive to take into account the concerns of the wider community – including

national and local interests – in all of our operations. We use our expertise to contribute to the wellbeing of the community

in a manner appropriate to our business objectives.

Respecting the cultures and local customs of other communities and countries and always following local laws is

important. Certain business practices which may be acceptable in one country could be unacceptable in another.

Being aware of the differences may affect the way you need to do business.

All Compass employees are expected to abide by the following basic rules:

• always respect the culture and business customs of the communities and countries in which you are working

(providing that they do not conflict with the principles contained in the Code of Business Conduct);

• always comply with local laws and regulations – contact your local legal team if you need assistance in this

regard; and

• always keep your Line Manager informed about any planned communication with designated non-governmental

agencies and seek their approval before engaging with such parties.

Through its donations and sponsorships, Compass aims to improve its impact on the environment in which it

operates and the communities it serves to benefit all of its stakeholders.

Q: I have been approached by a client who has

asked us to host a charity dinner at our

restaurant. Am I able to do this?

A: Please speak to your Line Manager before

agreeing to help. Compass encourages the

support of community and charitable activities,

but it is important to ensure that the approvals

process is followed, particularly as the request

has come from a client.

Compass has an approvals process

which must be followed before any

charitable donations can be made.

Please familiarise yourself with the

Compass Charitable Donations Policy.

Any charitable contribution provided

by a Compass company must be fully

documented in your company books,

and where required by law, placed on

the public record either by Compass

or the recipient.

You can get further support or

guidance on our community and

charitable activities from your Line

Manager, your local legal team or the

Group Legal Department.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

EXTERNAL

CTIVITY

Political Activity

As part of doing business, Compass sometimes engages with government bodies, public interest groups, industry

associations and other similar bodies around the world. Whilst doing this, we must ensure compliance with local

laws governing political activity.

It is not Compass policy to make donations to any political parties. However, it is possible that certain routine activities

undertaken by Compass might unintentionally fall within the broad scope of the UK legal provisions controlling political

donations and expenditure that we must adhere to. Any such expenditure must first be approved by Compass Group

PLC shareholders and will be disclosed in the annual report.

Compass employees must not engage in lobbying or have contact with legislators, political candidates, regulators,

government employees or public interest groups, unless they are doing so under the guidance of Group Communications,

Group Investor Relations or the Group Legal Department. Please refer to the Corporate Communications Code for further

details.

Please make sure you follow these basic rules:

• Do not seek to make a donation on behalf of Compass to any political organisation which promotes party political

activities;

• Please keep any personal political activities separate from your work and do not use company time and

resources to support them – please refer to the Conflict of Interest section of this Code for further information;

and

• Make sure you engage with Group Communications, Group Investor Relations or the Group Legal Department

before you make contact with any government, regulators, legislators or lobby groups on behalf of Compass.

Q: I have been contacted by a lobbying group

who are making a short film about the

environmental impact of disposable cups. I

think this could really help promote our

excellent reputation for environmental

issues. I believe they are intending to take

this film to government. Does this mean I

can’t take part in the film?

A: You are right to question this. You should get

in touch with Group Communications and

discuss the proposal in more detail with them.

They, together with the Group Legal

Department, can advise you on how you can

respond and what level, if any, of involvement

you can have.

You can get further support or

guidance on issues about Compass’

political activity from your Line

Manager, your local legal team or the

Group Legal Department.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

EXTERNAL

CTIVITY

External

Communica

tions

As part of our daily work we may come into contact with key “stakeholders” –

this would include employees, business partners, clients, customers, investors, the

media, communities and governments. It is crucial that our stakeholder

communications are managed in accordance with the Compass Corporate

Communications Code.

You must never talk to reporters or investment analysts about Compass business, either formally or informally. Only

nominated people are authorised to speak to external audiences, such as the market, analysts, investors and the press.

This means:

• Our Chief Executive Officer, Group Finance Director and Compass Group PLC main Board directors;

•

Group Investor Relations & Corporate Affairs Director;

•

Group General Counsel and Company Secretary; and

• Other people expressly authorised by one of the people listed above.

Contact details for the above persons can be found in the Reference section of the Code of Business Conduct. All other

employees are prohibited from giving significant information to anyone outside of Compass without prior written

approval from an authorised person. If you are approached by any external party to give information about our business,

you should re-direct the enquiry to an authorised person in the first instance.

Operating companies are not permitted to release any statement, press release or presentation internally or externally,

which may contain or amount to inside information (that is information that is likely to have a significant effect on the price

of Compass Group PLC’s shares) without prior approval from Group Investor Relations who will arrange for a release

to the markets. Please also refer to the Insider Trading section of the Code of Business Conduct for further guidance.

Q: I noticed an article in a newspaper over the

weekend about Compass which contained

some inaccuracies. Can I contact the paper

and ask them to correct their report?

A: It is great that you are alert to this kind of

matter but please do not contact the

newspaper yourself.

y media

communications should be handled via the

Group Communications team. Their contact

details can be found in the Reference section of

the Code of Business Conduct.

The Compass Corporate

Communications Code is provided to

ensure the seamless flow

communicatio

thin Compass and its

internal and external audiences.

You can get further support or

guidance about external

communications from your Line

Manager, your local legal team or

Group Communications team or the

Group Legal Department.

Don’t forget, you can always discuss

any concerns or issues that you may

have by contacting Speak Up.

EXTERNAL

CTIVITY

Environment

The environment is not a sector, but an attitude and approach which represents

a necessary part of all of our activities. In short, it is important that employees

display environmental responsibility in all areas within their control, regardless

of their position.

As one of the largest food service companies in the world, Compass recognises

that it has an impact on the local environments in which it operates and the global

environment in general.

In addition to complying with all relevant environmental legislation, Compass has developed its own common set of

behaviours that are being introduced into all our operations. We continue to drive improvement across our business,

particularly in the areas of supply chain and environmental performance.

In the majority of our locations where we are not directly responsible for the procurement of utilities, equipment, fuel etc.,

we work closely with our clients to consider how best to improve the environmental performance of our operations.

Basic rules you must follow:

• All employees must comply with company rules and procedures in relation to environmental matters;

• Ensure that you are equipped with the right information, training and tools necessary to implement responsible

environmental practice;

• Make sure you prevent or minimise any release of pollutants into the environment as a result of your work

activities;

• Make sure you properly dispose of all waste materials and have due regard to good waste management practice;

• You should be aware of the best environmental option for the disposal of particular waste materials in your workplace;

Any employee found to have disposed of waste material in an appropriate or illegal manner may be subject to

disciplinary action;

• All employees should consider energy efficiency in all aspects of their work and take steps to save energy

wherever practicable;

• All employees should use recycled materials in their work activities wherever available and should recycle any

appropriate items in line with local or national recycling schemes that may be available; and

•

All employees should ensure that they do not carry out activities that waste water.

Q: Will I be penalised if I raise

concerns about health and safety

in the unit where I work? We have

been told to dispose of used

cooking oil by pouring it down the

drains outside.

A: Compass’ number one priority is

health and safety. If you have any

concerns about health and safety

issues you should report them to

your Line Manager at once and if

appropriate, stop work or refrain from

the activity that is causing you

concerns. If you are uncomfortable

speaking to your Line Manager, you

can contact your local legal team, HR

or Speak Up. We will not tolerate

any kind of retaliation against anyone

who raises any concerns.

By environment we mean anywhere that

might be affected by what we do, such

as:

• our immediate surroundings which

might be affected by noise, smells and

fumes;

• the local environment which might be

affected by pollution, traffic and

disposal of our waste; and

• the global environment which might be

affected by using energy from fossil

fuels or using certain chemicals which

damage the atmosphere.

You can get further support or guidance

on environmental issues from your Line

Manager, your local legal team or HR.

You can also find a link to our

Environmental Policy Statement in the

Reference Section of the Code of

Business Conduct.

Don’t forget, you can always discuss any

concerns or issues that you may have by

contacting Speak Up

Links to

Policies

and

Further

Informa

ion

Publicly Available Documents on the Compass Group PLC website

(www.compass-group.com

)

1. Code of Ethics

2. Food Safety Policy Statement

3. Environmental Policy Statement

4. Supply Chain Integrity Policy Statement

5. Human Rights Policy Statement

6. Workplace Health & Safety Policy Statement

7. Tax Strategy

Documents for Internal Purposes Only (please do not distribute externally)

downloadable from the Policies section on the Group’s intranet

1. Compass Group Theft and Fraud Policy

2. Compass Group Gifts & Hospitality Policy

3. Compass Group Intellectual Property Policy

4. Compass IT Acceptable Usage Policy

5. Compass Group General IT Policies & Controls

6. Compass Group Cyber Security Policies & Controls

7. Compass Group Charitable Donations Policy

8. Compass Corporate Communications Code

9. Compass Group Speak Up Programme

10. Group Approvals Manual (available on request)

11. Compass Accounting Policies and Procedures Manual (available on request)

12. Compass Group Crisis Manual

13. Compass Group Share Dealing Code

14. Compass Group Social Media Policy

Contacts

Group Legal Department

Alison Yapp Group General Counsel & Company Secretary +44 (0) 1932 573006

alison.yapp@compass-group.com

Stuart Pain Deputy Group General Counsel +44 (0) 1932 573013

stuart.pain@compass-group.com

Group HR

Robin Mills Group HR Director +44 (0) 1932 573077

robin.mills@compass-group.com

Internal Audit

Kamal Zoghbi Director of Group Internal Audit +44 (0) 1932 574234

kamal.zoghbi@compass-group.com

Investor Relations and Group Communications

Sandra Moura Group Investor Relations & Corporate Affairs Director +44 (0) 1932 573121

sandra.moura@compass-group.com

Group HSE

Federico Tonetti Group Safety and Sustainability Director +44 (0) 1932 573011

federico.tonetti@compass-group.com

Other

Speak Up