The Vodafone

Code of Conduct
1

Working in The Vodafone Way

A message from our Chief Executive 2

Why we have a Code of Conduct 3
Our Business Principles 4
Speak Up 5

Individual conduct

Trust is fundamental
to everything we do.

Security of our people, property and information

Avoiding conflicts of interest


Gifts and hospitality



Travel and expenses



Managing our information and documents

6
7
8
8
8

Insider dealing


Competition laws


Bribery and improper payments

9
9
10

Compliance with the law

Health and safety 11

Financial integrity

Financial integrity



Committing to contracts and expenditure
Social and environmental considerations
Protecting our brand and other assets

12
12
12
13

Public policy 14
Communications

Speaking on behalf of Vodafone

Confidentiality


Using social media

15
15
15

16

18
18
19

Customers

Our Privacy Commitments

Employees

Diversity and inclusion

Preventing harassment and bullying
Drugs and alcohol

Communities and society 20

Environment 21
Key definitions 22

Being an admired
company is not just
about our performance
and achievements, its
also about acting in
a responsible, ethical
and lawful way.

Being an admired company is not just about our performance

and achievements, its also about acting in a responsible,
ethical and lawful way. As one of the worlds leading
international companies, we need to earn the trust of our
customers, colleagues and the communities where we work.
Our Code of Conduct sets out our business principles and how
every single person at Vodafone needs to apply these. We call
this Working in The Vodafone Way.
I am proud about working for a company that has the highest
standards of integrity and which passionately protects
its people, assets and reputation. Please take the time to
understand our Code of Conduct, to speak up when you have
any concerns and always work in The Vodafone Way.

Vittorio Colao
Vodafone Group Chief Executive Officer

Contents

Why we have a
Code of Conduct

What is the Code of Conduct?

The Code of Conduct is our central policy document, outlining the
requirements that every single person working for and with Vodafone
must comply with, regardless of location. Of course you may also
have additional policies you need to adhere to that are specific
to your role or your local market.
Who is the Code of Conduct for?
Our Code of Conduct is for everyone working for and with Vodafone:
employees, contractors, subsidiaries, joint ventures and suppliers.
We expect our suppliers and business partners to uphold the same
standards and to abide by our Code of Ethical Purchasing. This can
be found on vodafone.com and on the Code of Conduct intranet page.

Trust is fundamental to everything we do.

Working in The Vodafone Way means we must always act with
integrity to ensure we are trusted by our customers, colleagues,
business partners and the communities in which we work.

What are the consequences of not complying?

There are very serious consequences for not complying with our
Code of Conduct. We may take disciplinary action and even dismiss
people where necessary.

What does this mean for me?

We expect you to:

Our Code of Conduct sets out what we expect from every single
person working for and with Vodafone. It also underlines our
responsibilities to our people, partners and shareholders.
The Code of Conduct helps us all make informed decisions
and tells us where to go for more information.
The Vodafone Way
The Vodafone Way sets out our core values for how we work
so we can be admired by our customers, shareholders,
the people we work with and the communities we work in.

Behave in an ethical manner, taking pride in your actions

and decisions
Comply with the principles and rules in our Code of Conduct
and fulfil your legal and regulatory obligations
Understand The Vodafone Way and apply our Business
Principles to your work
Speak up if you feel a working practice is not ethical or safe
or if it breaches our Code of Conduct

Our Business Principles

Our Business Principles are the foundation for how we do business
everywhere we operate and are at the heart of our Code of Conduct.

What customers
feel

Because we
work with

Contents

Customer
obsessed

Speed

Innovation
hungry

Ambitious and
competitive

Simplicity

Is it legal?
Does it feel right? Am I being
fair and honest?
Will my action stand the
test of time?
How will I feel about it
afterwards?
How would it look on the front
page of the newspaper?
Could I justify it to my family?
If you answer no or Im not sure
to any of these questions then
you should seek support.
You can speak to your line
manager or another colleague you
trust, they might be able to give
you the guidance and advice you
need. You can also ask your local
compliance team.

Following the law

Vodafone operates in more than 25 countries. Our Code of Conduct
cannot cover all of the laws and regulations in all of those countries.
Always be familiar with the relevant laws and regulations that apply
where you work. If there is a difference between a local legal
requirement and our Code, apply the most stringent standard.
If in any doubt, contact your line manager, Legal, HR, or your local
compliance team.

Admiration

How customers
see us

If you are ever unsure about what

to do you should ask yourself:

One company,
local roots

Trust

If you are a line manager, you have an important role in

ensuring our Code of Conduct is understood and applied
by your team. In particular, we expect you to:
Be a role model for Working in The Vodafone Way
Ensure your team members are familiar with our Code
and that they understand it
Hold your team members accountable for complying
with our Code

Our Business
Principles
Individual conduct
We will act with honesty, integrity and
fairness in our dealings both internally
and externally. We will not tolerate any
form of bribery, including improper offers
of payments or gifts to or from employees.
We will avoid any contracts that might lead
to, or suggest, a conflict of interest between
personal activities and the business. We will
neither give nor accept hospitality or gifts
that might appear to incur an obligation.
We will pursue mutually beneficial
relationships and seek to promote the
application of our Business Principles
with our business partners and suppliers.

Financial integrity
We will provide the best possible return
for our shareholders over the longer term.
We will base our investment decisions,
acquisitions and business relationships
on economic criteria but will also take
into account social and environmental
considerations.
Public policy
We will voice our opinions on government
proposals and other matters that may affect
Vodafone and our stakeholders. We will not
make gifts or donations to political parties
or intervene in party political matters.

Contents

Employees
We will base relationships with and between
employees on respect for individuals and
their human rights and will not tolerate child
labour. We will not accept any form of
discrimination, harassment or bullying.
We will pursue equality of opportunity and
inclusion for all employees through our
employment policies and practices.
Communities and society
We will engage with local communities
to help us understand and respond to any
concerns they may have, for example in
relation to network deployment. We will
always provide our stakeholders with access
to correct, relevant and current information
and build trust through integrity, transparency,
honesty and objectivity. We will invest in
society in a way that makes effective use
of our resources, including support for
charitable organisations.

Compliance with the law

We will comply with the provisions of all
applicable domestic and international laws
and appropriate standards and principles.
Health and safety
We will protect the health, safety and
wellbeing of our customers, employees,
partners and the communities in which
we operate and disclose any information
that comes to our knowledge that clearly
demonstrates that any of our products or
services breach internationally accepted
safety standards or guidelines.

Customers
We will value the trust our customers place in
us and will safeguard the information provided
to us.

We will act with

honesty, integrity
and fairness in
our dealings
both internally
and externally.

Environment
We will commit to protecting the environment.
We will minimise our use of finite resources
(such as energy, water and raw materials) and
the release of harmful emissions to the
environment (including waste, air emissions
and discharges to water). We will seek to
improve the environmental performance of
the products and services we provide, as well
as support those that offer environmental
and social benefits to our customers.

Communications
We will communicate openly and transparently
with all our stakeholders within the bounds of
commercial confidentiality. We will protect
confidential information from improper
disclosure, and any authorised communication
of confidential information should be limited to
individuals who need it to carry out their work.
4

Speak Up

Speak Up

What does this mean for me?

There are three ways to speak up:
1 Report it to your line manager:
We know it is not always easy to raise your
concerns. To make it easier, we have an open
communications policy so we encourage you
to discuss any issues or potential issues that
concern you with your line manager.

If you see behaviour at work which you feel

may be a breach of our Code of Conduct or
seems illegal or unethical, please report it.
You must report any behaviour which you
suspect to be unlawful or criminal. This could
be bribery, fraud, price fixing or a breach of
data privacy.

2 Report it to your local HR team:

If its not appropriate to discuss the issue
with your line manager, you should discuss
the matter with your local HR team.

You must also report abuse of our systems,

processes or policies. This could be bullying
or harassment, potential conflict of interest,
danger to the health and safety of employees
or the public, potential abuses of human rights
or serious environmental issues.

3 Report it confidentially to Expolink:

You may want to report your concern to
someone who is further removed from the
situation. There may be occasions when
reporting a concern internally is not appropriate
or doesnt feel like the right approach.
All employees and suppliers have access
to an external reporting mechanism:

Vodafone has a non-retaliation policy for

when a genuine concern has been reported.
No action will be taken against you if you
report such concerns, even if proven to not
result in a compliance breach.
Andre Ballista

Q&A
Contents

Q: I am a supplier working
on a Vodafone contract and
I have a concern to report.
Can I use the Expolink
reporting line?
A: Yes. The Expolink line
is for the use of employees
and contractors as well as
suppliers, business partners,
joint venture partners and
agents of Vodafone.
The contact details are the
same as those set out for
employees in this section.

Q: I am concerned
that my colleagues
will find out if I raise
a concern. Will it be
kept confidential?
A: Protecting the identity
of innocent people is our
priority. Vodafone will not
tolerate retaliation against
an employee who raises a
genuine concern. We will
keep what you tell us private
throughout the investigation
process, subject to our legal
obligations. All of the reporting
lines allow a confidential report
if that is your wish. In addition,
anonymous reporting is
available through Expolink.

What happens next?

The steps below outline what we do when
someone raises a concern:
When you raise a concern, a decision
will be made as to which area will progress
the matter: Human Resources, Corporate
Security or Legal teams or the Group
equivalents.
We will then contact the person raising
the concern (this can be done anonymously
through Expolink by providing you with
an access pin) to ensure we have all the
information we need and talk through our
next steps.
If we decide to proceed with an investigation,
a qualified expert will investigate, keeping the
person who raised the concern informed
throughout the process.
We will keep transparent and accurate records
of all disclosures and subsequent actions.

Phone:
Global number: +44 (0)1249 661 795
Click Speak Up on the intranet to see local
free phone numbers.
Online:
Click on Speak Up on the intranet to make
a report online.

Q: What if I report
something suspicious that
turns out not to be a breach
of compliance?
A: As long as your report was
made because of a genuine
concern, we will not take
any action against you.

Q: I have a concern
about the actions of a
colleague. How should
I report this?
A: The most important thing is
that you report your concern.
Ultimately, it doesnt matter
which route you choose.
If you feel comfortable talking
to your line manager, do that.
Your line manager is there to
support you and can help
you choose the correct
course of action.

Individual conduct
S ecurity of our people,
property and information
Vodafone handles vast amounts of
information every day. The systems
and networks which hold our customers
and employees data must be secure.
The information we use (whether written
or spoken, digital or physical) needs to
be protected so that we can be sure of its:
Confidentiality: our information is not
disclosed to unauthorised people.

Q: A colleague is covering my
role while I am on holiday and
needs access to the systems
I use. Its a lot of hassle to get
them a log-in and password,
can I just give them mine?
A: No. You should never give
your login details to other
people. We need to keep
accurate records of who
has access to our systems.
Everyone who has access
to our systems must
be authorised.

Integrity: our information is accurate,

complete and authentic.
Availability: our information is accessible
when we need it.

We will value the trust

our customers place
in us and will safeguard
the information
provided to us.

Contents

Q: Im working from home

and Im having problems
accessing the Vodafone
network. Can I ask my
colleague to send me the
information I need to my
personal email account?
A: No. Information sent to
personal email accounts is
not protected in the same
way as the information on the
Vodafone network. You should
never send information to a
personal account or upload it
onto a personal computer or
other device.

Individual conduct
Follow these simple steps to safeguard and
protect the information provided to us:
1 Value information and classify it
C4 Vodafone Secret: critical information
that could affect our share price
C3 Vodafone Confidential: sensitive
information that will only be shared
on a need-to-know basis
C2 Vodafone Restricted: day-to-day
information that we share with colleagues
and authorised third parties
C1 Vodafone Public: information we share
with the public although this still requires
External Communications approval
2 Clear your desk and lock your screen
Lock your screen if you leave your
computer unattended and ensure
classified information is securely
stored if you leave your desk
Switch off your computer at the
end of the day and lock laptops away
Clear your desk when you leave
for the day
Store classified information correctly
and dispose of it securely when it is
no longer needed
3 Protect your password
Do not share your password with anyone
or write it down
Do not let your computer remember
your passwords
Choose passwords that contain at least
eight characters with a mixture of upper
and lower case letters, numbers and
special characters

14

4 Think before you click

Be careful when opening attachments
from unknown addresses
Only use authorised software.
Do not click links which may take
you to unsafe websites
Do not use our systems for anything
obscene, indecent, offensive, defamatory,
illegal or otherwise inappropriate for
the workplace
5 Protect data at all times
Always display your ID pass when
you are on Vodafone premises
Always look after laptops and other
work equipment when you are not
in the office
Avoid leaving original documents
in printers or photocopiers
Use secure printing
To find out more visit the Global Corporate
Security Portal on the intranet or contact
your local Corporate Security team.

Q: Can I allow my visitor

to make his own way out
of the building?

A: No. Any visitors that you

invite onto Vodafone premises
are your responsibility.
Supervise your visitors at all
times and do not share or loan
your access card.

Individual conduct

Avoiding conflicts
of interest
If you find yourself in a position where your
personal and business interests come into
conflict, you are required to discuss this
with your local HR team.
To help you decide whether you are facing
a conflict of interest, imagine you are explaining
your actions to friends, a colleague or the
media and consider whether you would
feel comfortable.

Here are some examples of where you

might face a conflict of interest:

What does this mean for me?

We expect you to:

You must tell your manager

and HR about:

1 Outside activities or investments

You may have a personal interest in
one of Vodafones suppliers, competitors
or customers, which might affect our
business. This interest could be in the
form of an investment, involvement in
operational activities, or a relationship
with the management.

Act in Vodafones best interests,

recognising potential conflicts
of interest
Discuss concerns with your line manager
and report conflicts to your local HR team
Remove yourself from business areas
where you have a personal interest
Not provide sensitive information to
a competitor or a third party please
see the Competition laws section
Not make political donations
in Vodafones name
Check with local laws and
Vodafone requirements before
making investments

Any other employment you undertake

or board memberships
Close relationships with people in your
reporting chain
Close relationships with people going
through the recruitment process,
if you have any influence over the
decisions to recruit or award a contract.
Close relationships with people who
work for competitors, major customers,
suppliers or other business partners.
This is particularly important if you
have access to sensitive information.

2 Friends, relatives and co-worker

relationships
Business relationships with relatives,
spouses, significant others or close friends
can lead to a conflict of interest that can
be difficult to resolve. Similarly, intimate
relationships between co-workers can,
depending on the work roles and
respective positioning of the co-workers,
create an actual or apparent conflict
of interest. If you are faced with
the possibility of such a business
or personal relationship you should
discuss the matter with your manager.

You must not:

Get involved in the hiring, supervising,
management or career planning of any
relative or partner
Let your personal relationships influence, or
be seen to influence, your decisions at work.
Give sensitive or confidential information
to anyone outside of Vodafone
Use Vodafones resources to promote
political activities
Deal with your previous employers until
you have worked for Vodafone for a year

3 Political involvement
Using any Vodafone resources such
as time, property, cash, equipment
or branding for political activities
could cause a conflict of interest.

Q: I work part-time in my
family business. Do I need
to declare an interest?
A: Yes. Even if the business
is not related to Vodafone.
In some countries there are
restrictions on the number of
hours you can work. Breaching
these rules might affect your
health and the quality of your
work. It could also result in
a fine for Vodafone.

Contents

Q: A close friend is
applying for a job in
Vodafone, is this OK?

Q: I am a member of a
political party. Do I need
to declare an interest?

A: We encourage you to
recommend Vodafone as
a great place to work.
However, you must ensure
that you are not involved in
the recruitment process and
the job role in question is not
reporting to you.

A: No. You do not need

to declare your personal
political affiliations unless
you are running for
elected office, in which
case you must notify your
local HR team.
Mike Bakke

You must always

observe local laws and
regulations covering
giving and receiving
gifts and hospitality.
Gifts and hospitality
We support the reasonable and proportionate
giving and receiving of gifts and hospitality
as part of a normal business relationship.
However, we prohibit the giving or receiving
of significant gifts or significant benefits
(including hospitality, discounts and other
benefits not available to all employees).
We need to ensure that we are never influenced,
or seen to be influenced, by the provision of
gifts or hospitality. For example, we should not
give or receive gifts or hospitality during a
tender process or when signing a new deal.
The Corporate Gifts and Hospitality Policy
Standard outlines the principles we all need to
follow, including the requirements for gaining
approval and registering items given or received.
You should also consult your local travel policy
for details of claimable expenses, available on
the intranet.

Individual conduct

Travel and expenses

Q: Ive been invited out

to dinner by a potential
supplier currently
bidding for a new contract.
What should I do?
A: You should decline. It is
inappropriate to go for lunch/
dinner or any other hospitality
event with a supplier during
a tender process or request
for proposal process.

Q: Ive been sent a high value

gift by a supplier and dont
want to cause offence by
returning it. What should I do?
A: It is important that you notify
your line manager and seek
guidance from your local HR
or legal team. Ideally you should
politely refuse and return the
gift. If this is not possible then
the item should be donated
to charity.

The Bribery and improper payments section

in this document outlines what to do when dealing
with Public Officials.

Contents

Travel and accommodation bookings

made through other channels will not
be reimbursed.
When planning your travel, try to find
the right balance between business need,
environmental impact, financial cost and
your health and well-being.

Q: My travel costs into

the office are expensive.
Can I claim some of it back?
A: Normal travel into your
place of work cant be
reclaimed. There may be
exceptions for out of hours
working; check your local
policy for details.
Q: Can I claim expenses
for my partner or spouse
to travel with me?
A: Taking your partner, friend or
family member on a business
trip is not a claimable expense.
The only exception is certain
international assignments
where we do offer support
with travel costs.

What does this mean for me?

We expect you to:
Avoid giving or accepting anything
of inappropriate value
Avoid giving or accepting any gifts
or hospitality during a tender process
Think about the context of the gift or
hospitality: imagine how it might look
to someone outside Vodafone
Never give or accept any cash or
cash equivalent

Your local travel and expenses policy

sets out the rules you need to follow.
It contains all the relevant information,
including a list of approved hotels, and
instructions on how to use our designated
travel agency and how to book online.

Never accept gifts from competitors

or Public Officials
Never ask for gifts or hospitality
Seek approval and record gifts
and hospitality where required
Discuss any concerns with your
line manager
Know and understand the Corporate
Gifts and Hospitality Policy Standard

What does this mean for me?

We expect you to:
Follow your local policy rules on travel
and expenses
Only use our approved travel agencies
and online booking tool
Book an appropriate class of travel and
a hotel from our pre-approved list
Decide whether your travel and expenses
costs are appropriate
Consider your impact on the environment
and use web/video/audio facilities instead
of travelling when possible
Get the appropriate approvals for
your expenses
Provide the right evidence for your
expense claims

Managing our information

and documents
If there is no business reason or legal requirement
for documents to be retained they should be
destroyed in an environmentally friendly way.
Keeping information longer than necessary
only increases our need for storage facilities.
What does this mean for me?
We expect you to:
Comply with the procedures relevant
to you, which are set out in your local
policy and procedures on Management
and Retention of Documents
Only keep documents for as long as your
local document retention schedule requires
Speak to your local legal team if you have
any questions
Q: I think I am going to retain all my documents,
in case they are needed in the future. Is that OK?
A: You need to be selective. Some documents do
need to be retained for audit, tax or legal purposes.
For example, documents relevant to an investigation
or litigation should be kept until the investigation or
litigation is completely resolved. By contrast, an
invitation to a meeting that has already taken place
is an example of a document you should destroy.
8

Compliance
with the law

Compliance with the law

Competition laws
You should never seek, accept or discuss
confidential information with competitors.
Anti-competitive practices can damage
our business.

We will comply with the provisions

of all applicable domestic and
international laws and appropriate
standards and principles.
Insider dealing
In many countries it is illegal for people
to profit from insider dealing.
Insider dealing means using information
which is not generally available, but which
you have access to as a result of your job
or business relationships, to inform the
purchase or sale of shares or securities.
Such information could have an impact on
the value of those shares or securities if it
was made public.
The trading of securities or the manipulation
of share prices based on information we
may have as result of working for Vodafone
is prohibited.
These rules apply even after you stop
working for Vodafone.

Q: My friend is thinking
about selling some Vodafone
shares in the next few days.
I know Vodafone is due to
make an announcement that
will have a positive impact
on the share price. Is it okay
if I drop hints to my friend
that he should wait to sell?
Contents

What does this mean for me?

Insider trading results in severe penalties
in most countries with participants facing
either a heavy fine, a prison sentence or
both. So please discuss any concerns or
queries you have with the Group Corporate
Secretariat Department.
We expect you to:
Not buy, sell or otherwise deal in
Vodafone securities if you have
inside information.
Not sell or otherwise deal in any
securities of any company if you
have inside information.
Not pass inside information to third
parties. This is not only a breach
of confidentiality but you may
also be committing an offence.

A: No. You should never leak

information about Vodafones
business which is not publicly
available. Neither should
you use inside information
to influence the investment
decisions of others.

You should never encourage customers,

suppliers or former employees of competitors
to provide information that they should keep
confidential.
We believe in free and fair competition.
Most markets where we operate have laws
designed to protect free and fair competition.
These laws forbid arrangements with
competitors that affect trading in the market
and can apply both to Vodafone
and other organisations.

Q: My colleague sent me an email

containing information about a
competitor which could easily be
misinterpreted. What should I do?
A: You should advise your colleague
that he/she should not write
anything that can be misinterpreted.
Anything we write (or say) can be
used as legal evidence. In fact,
emails are the most common form
of legal evidence.

What does this mean for me?

To ensure that Vodafone complies fully
with competition laws and that we can
identify any potential breaches, please follow
the three steps below:
1 Have a basic knowledge of how the
competition rules apply to you
Here are some examples of
anti-competitive practices:
Sharing sensitive information with
competitors (such as prices, costs
and sales volumes).
Agreeing with competitors to fix the price
of products or services, including discounts,
rebates and commissions.
Agreeing with competitors to divide certain
accounts, regions and markets between us.
Agreeing with resellers to fix the minimum
resale price of products or services at retail.
2 Always be vigilant in your business
dealings with third parties
In particular, remember that:
Anti-competitive practices include informal
agreements and sharing of information with
competitors, as well
as formal contracts.
It is not always obvious who our
competitors are. Some of our suppliers,
customers and business partners compete
with us in certain markets.
3 If in doubt, ask your legal team.

Q: While at a conference, a sales

director from another company
started talking to me about the
economic outlook in Europe
and what this meant for our data
pricing plans for the future.
What should I do?
A: Stop the conversation and walk
away. You should not discuss
any of our pricing or confidential
commercial information with any
of our competitors.
9

Compliance with the law

You must never offer or

accept any form of bribe.
Lorraine Schmidt

Bribery and improper

payments
The law prohibits bribery in every kind
of commercial setting. We are committed
to countering all forms of bribery.
A bribe can come in many forms.
Facilitation payments and kickbacks are
examples of bribery. Giving or accepting
gifts and hospitality might also be bribery
in certain situations.
Facilitation payments are illegal. Vodafone
will not tolerate them unless an employees
personal safety is at risk, in which case the
matter should be reported to your legal
department as soon as possible.
Many countries prohibit the offering or giving
anything of value to Public Officials in order
to influence their actions. One of the ways
we make sure this does not happen is by not
making political donations.

What does this mean for me?

We expect you to:
Be cautious when giving or receiving
gifts or entertainment, especially when
a Public Official is involved. See the Gifts
and hospitality (refer to page 8) section for
more information
Ensure that all gifts and entertainment
are permitted by local law
Be aware that Vodafone may be liable
for the actions of third parties
Be aware that even charitable donations
can be seen as bribes if payments are
made to facilitate a process or secure
a commercial advantage
Refuse to pay facilitation payments
Discuss any questions or concerns you
have with your local Compliance team
Complete our anti-bribery training

Local ways of working are not an exception

to these rules. Our rules also apply to bribes
made indirectly through third parties such
as agents.

Q: I am travelling abroad later this

month and need to get a work visa
quickly. The person processing my
request at the embassy has said that
they can speed up the process if I
pay a small fee in cash. Is this okay?
A: No. This sounds like a facilitation
payment, which is a form of bribery and
is illegal. If this payment is a standard or
official fee such as part of a publicly
available fast-track service then it is
OK to proceed. However, even then
you should consult your local legal
department for advice first, as you may
be putting yourself and Vodafone at risk
of prosecution.

Sherif Elnaggar

Contents

10

Health and
safety

Health and safety

Q: You are travelling with a new

work colleague, you get into a taxi at
an airport. As the taxi drives off your
colleague has not put their seat belt
on, what should you do?

We will protect the health, safety

and wellbeing of our customers,
employees, partners and the
communities in which we operate.

A: Remind them of the Absolute Rule

and why it is important for their safety.
Ensure they fasten their seat belt.

Q: I often think when I walk

through the office that I see
things that are potentially
dangerous, I dont mean
things that are likely to kill
someone but could easily
cause injury. I am not sure
if I have the authority to stop
people and tell them what
they are doing is dangerous?

We expect everyone at Vodafone to behave

in a safe and responsible manner at all times.
We will intervene quickly if health or safety
is ever compromised.
It is only through collective responsibility that
we can ensure that our products and services
are safe for our customers to use.
What does this mean for me?
We expect you to:
Abide by the Absolute Rules at all times.
Intervene quickly if you see someone
behaving unsafely.
Consider how your decisions and actions
will affect the health and safety of others.
Never compromise health and safety.

A: Everyone in Vodafone has

the authority to intervene
and stop something that
is dangerous. The person
may not realise that it is
dangerous until you point
it out. In general, if it looks
dangerous it probably is.

Absolute Rules
We always drive safely and legally:
we always wear a seatbelt.
We always drive safely and legally:
we always obey the speed limit.
We always drive safely and legally:
we never use a handheld mobile
device when driving.
We never work under the influence
of alcohol or drugs.
Never carry out work on any electrical
equipment unless youre qualified.
When working at height, always wear
protective gear, attach a safety harness
and use fall protection equipment.

Contents

11

Financial integrity
Code of Conduct Xxxxxxxx

We will provide the best possible

return for our shareholders over
the longer term.
We will base our investment decisions,
acquisitions and business relationships
on economic criteria but will also take
into account social and environmental
considerations.

When assessing value for money, it is

important to consider: quality, service,
reliability, sustainability, compliance with
our Code of Purchasing Ethical and any
terms and conditions.

Financial integrity

What does this mean for me?

We expect you to:

You should only ever spend company money

where there is a legitimate business need
and where the cost is worth the benefit.
You should know the local expenditure
limits and financial policies which directly
apply to your role.
Our managers have an extra duty to ensure
that their teams manage budgets well and
spend company money carefully. See the
Committing to contracts and expenditure
section for more information about
approvals and sign off.

Understand and apply the finance

and expense policies that are relevant
to your role
Strive to find the best value when
spending company money
Understand when you can and when
you cant commit Vodafones funds,
see Committing to contracts and
expenditure for more information.
Report suspected violations through
the Speak Up process

Q: I think my colleague
is regularly claiming taxi
fares for working after
hours but actually takes
public transport home.
What should I do?
A: You should speak to
your line manager in the
first instance. Alternatively,
follow the other Speak Up
routes if you feel it is more
appropriate.
Colin Richard Menzies

Contents

Financial integrity

Committing to contracts
and expenditure
You must not commit Vodafone to a
contract or incur expenses without
appropriate authorisation.
Vodafone needs legally binding contracts,
with agreed terms and conditions before it
commits its resources. Without these
agreements Vodafone is open to financial,
commercial, tax and legal risk.
The Delegation of Authority (DoA) shows what
level of authority you need before you can
commit Vodafone to a contract or expense.
Everyone is expected to understand how
the Delegation of Authority rules apply
to their work.
What does this mean for me?
We expect you to commit Vodafone only
where you:
Are authorised to do so in accordance
with your local approval process
Have sought legal and other relevant
advice where appropriate
Have carefully reviewed the contract,
understood its terms and decided
that entering into it is in Vodafones
best interests.

Social and environmental

considerations
We base all of our procurement on our Code of
Ethical Purchasing. This commitment ensures
that we consider the wider impact our business
has on communities, society and the
environment. The Code of Ethical Purchasing
can be found on the intranet and vodafone.com.

Q: I have the power of

attorney to sign a contract
in my local market,
which is higher than the
allowance I have in the
Delegation of Authority.
Can I sign the contract as
I have power of attorney,
even if its not aligned
with Delegation of Authority?
A: No. You have to comply
with both the Delegation of
Authority and your Power of
Attorney. Ideally both should
be consistent.

Q: I have a supplier that

I suspect has breached the
Code of Ethical Purchasing.
What should I do?
A: You should report this to
your local Supply Chain team
immediately. Alternatively you
can use the Speak Up process
to escalate your concern.

Q: Where will I find out the

details of my Delegation of
Authority limits?
A: You will find the Delegation
of Authority on our intranet.

We also want our suppliers, contractors and

third parties to comply with our Code, and
we work closely with them to make sure our
standards are an integral part of their own
operations and supply chains.
12

integrity
Code of Financial
Conduct Xxxxxxxx

Protecting our brand

and other assets
Our brand
We have the worlds most valuable
telecommunications brand. We must protect
this valuable asset by using it consistently

Intellectual Property Rights (IPR)

Our IPR is a valuable asset which differentiates us from our
competitors. If we fail to protect and record this IPR, we lose
the asset. We obtain patents to protect our ideas including
technological advances, new products and services.

Q: Sometimes I see products

bearing the Vodafone logo on
a stall at my local market.
I think they are counterfeit.
Do I need to let someone know?

You can help protect the Vodafone brand by

following our Brand Guidelines and Group
Trade Mark and Domain Name Policy
Standard which can be found on the intranet

Each of us is responsible for ensuring we manage our IPR

and prevent its unauthorised use. It is equally important
that we respect the IPR of third parties.

This will help ensure that our brand is well

managed, protected and builds trust, loyalty
and admiration

It is a further responsibility that we put in place the correct

legal frameworks with our partners and suppliers that support
our business objectives and effectively manage the benefits
and risks.

A: Yes. You should report

your concerns to your local
Legal team and send as much
information as possible to
[email protected].
It is important that we protect
our brand and reputation.
You may be asked to purchase
an example of the item to help
the investigation.

What does this mean for me?

You are expected to:
Comply with our Brand Guidelines and
the Group Trade Mark and Domain Name
Policy Standard
Report any suspected misuse of trade marks,
logos or other Vodafone IPR including
counterfeit goods to your local Legal team
and to [email protected]
Not allow any third parties to use the
Vodafone brand or logo without discussing
it first with your local Legal team

More information on IPR and contact details of Vodafone

IPR specialists can be found on the Code of Conduct
intranet page.
What does this mean for me?
You are expected to:
When creating or commissioning new products or
services, ensure new ideas are protected with patents
Not disclose new ideas or projects externally before
protecting the relevant IPR
Immediately pass all IPR related queries to your
local or Group Legal team
Physical assets
Keep Vodafone property safe and secure at all times.
Do not use Vodafone property for personal activities,
unless it has been authorised.
If Vodafone equipment (including passwords, account
details or other data) is lost or stolen, you should report
it to your local Corporate Security team.

Stephen Deadman,
Melanie Johnson
& Andre Ballista

Q&A
Q: In my team we discuss
extensions for existing
products and services but
have not found a place
to capture our ideas.
Does such a place exist?
A: Yes an ideation tool is
on the intranet which makes
it very simple to share an idea,
a new concept or a proposition.

Q: Im not sure whether an

idea Ive had might be worth
something. Can I discuss
it with our suppliers to get
their views?
A: No. You should initially
discuss the idea with your
team. If you want further
input, please contact your
local Legal team.

Contents

13

Public policy
We will voice our opinions.
We will voice our opinions on government
proposals and other matters that may
affect Vodafone and our stakeholders.
We will not make gifts or donations to
political parties or intervene in party
political matters.
We will build Vodafones reputation through
proactive engagement with government
policy makers and other stakeholders such
as the media, NGOs, industry analysts and
international institutions.

Public policy

Q: A local reporter has

contacted me through
a mutual friend to ask me
about this years annual
report. Can I comment?
A: No. You should explain
that you are not allowed
to comment publicly on
Vodafones business. Instead,
offer to put the reporter in
touch with your local media
relations team.

Vodafones leaders will voice their opinions

on important industry matters that affect
our business. Our External Affairs and
Regulatory departments will provide a
co-ordinated response to relevant new
government proposals.
All public statements to the media, industry
analysts, stockbroker/institutional analysts
and shareholders must be clear and consistent
and only made by authorised personnel.

Contents

What does this mean for me?

We expect you to:
Not make any comments on behalf
of Vodafone unless they have prior
approval, in accordance with the Public
and Media Relations Policy Standard.
Never use your position in Vodafone to
try to influence any other person
(inside or outside of Vodafone)
to make political contributions
or provide support to any political
parties or politicians.
Not make any contributions or incur
expenses using a Vodafone account
for any political campaign, political
party, political candidate or any
of their affiliated organisations.
Not use your position to allow others
to use resources such as work time,
telephones, communications, services
or meeting rooms to support any
political campaign, political party,
political candidate or any of their
affiliated organisations.
14

Communications
We will communicate openly and transparently
with all our stakeholders within the bounds of
commercial confidentiality.
We will protect confidential information from improper disclosure
and any authorised communication of confidential information
should be limited to individuals who need it to carry out their work.

Speaking on behalf
of Vodafone
We must communicate relevant information to our teams quickly
and clearly. Internal communication should always be professional,
even when it is informal.
No one should make comments on behalf of Vodafone unless
they have prior approval, in accordance with the Public and Media
Relations Policy Standard.
We must always be aware that we are all representatives of
Vodafone and that whatever we do and say in public represents
the company.

Confidentiality
We all have a duty to protect Vodafones confidential information.
Refer to the Security of our people, property and information
section on page 6 for more help.
Any unsolicited confidential information you receive should be
returned to the sender or deleted. It must not be used. If
appropriate, you should contact the sender to ask them
to stop sending confidential information.

Provide clear and honest

information at all times
in language that is easy
to understand.
Contents

Communications

Using social media

We have developed Social Media Rules of
Engagement guidelines to help you use
social media in a productive and responsible
manner. These guidelines are available on
the intranet and include advice on using
blogs, forums, social networks and wikis.
We want to empower all of our employees
to be good ambassadors for our brand.
However, we dont want you to say anything
that could have unintended consequences.
Therefore we expect everyone to be familiar
with the Social Media Rules of Engagement,
which you can find on the intranet.

Q: Am I allowed to say where I work

on my social network profile?
A: Yes. You can disclose on your About
page or bio that you are a Vodafone
employee. Be clear about which part
of the organisation you represent and
what your responsibilities include.
You can include a link to your local
Vodafone website.

What does this mean for me?

We expect you to:
Ensure your internal and external
communications are professional,
timely and, when necessary, approved.
Act professionally when representing
Vodafone, particularly when wearing
a Vodafone uniform, using one of our
vehicles or attending events on our behalf.
Make no statements that could have
a negative impact on Vodafones
reputation or brand.
Make no personal comments that
could be interpreted, even mistakenly,
as a comment or endorsement made
by Vodafone.
Keep confidential information
confidential
Release no financial information
or information about new products
or services without approval leaked,
incorrect or misleading messages can
seriously affect the success of
a product or service.
Understand and comply with our
Social Media Rules of Engagement.

Q: There are a lot of

guidelines to follow
when using social media,
can you summarise
them please?
A: As a general guideline;
Be yourself, Use common
sense and Respect the law.

We want to empower all

of our employees to be
good ambassadors for
our brand.
15

Customers
Privacy is central to
earning and sustaining
trust in Vodafone.
Our Privacy Commitments
Privacy is central to earning and sustaining
trust in Vodafone, and being a responsible
and ethical corporate citizen.

Customers
Balance
When we are required to balance the
right to privacy against other obligations
necessary to a free and secure society,
we work to minimise privacy impacts.
Laws and standards
We comply with privacy laws, and we will
work with governments, regulators, policy
makers and opinion formers for better and
more meaningful privacy laws and standards.
Accountability
We are accountable for living up to these
principles throughout our corporate family,
including when working with our partners
and suppliers.

We will always consider the impact our

decisions have on the privacy of our
customers and employees. Whenever we
design products, launch campaigns, sign up
vendors, collect information and share such
information with our partners and others,
we will observe and adhere to Vodafones
Privacy Commitments:
Respect
We value privacy because of its value
to people. Its about more than legal
compliance its about building a culture
that respects privacy and justifies the trust
placed in us.
Openness and honesty
We communicate clearly about actions we
take that may impact privacy, we ensure our
actions reflect our words, and we are open
to feedback about our actions.
Choice
We give people the ability to make simple
and meaningful choices about their privacy.
Privacy by design
Respect for privacy is a key component
in the design, development and delivery
of our products and services.

Contents

16

Customers
What does this mean for me?
We must all live up to the Vodafone Privacy
Commitments. Depending on your role, some
commitments may be particularly important
for you. For example:
If you are involved in marketing, base
management or business development,
look at: Openness & Honesty and Choice.
If you are involved in product
development, R&D or technology and
engineering, look at: Openness &
Honesty, Choice and Privacy by Design.
If your role involves working with
governments, regulators, policy makers
and law enforcement, look at: Balance
and Laws & Standards.
Everyone should pay particular attention
to the first and last of our commitments;
Respect and Accountability. They are
especially relevant to CEOs and Group
Function heads, who are responsible for
making sure Vodafone is run according
to our Privacy Commitments.
Your local Privacy Officer
Your Privacy Officers can help you
understand how to apply our Privacy
Commitments. They can explain:
What the Privacy Commitments mean
for you and your team
Particular processes and guidelines
you need to follow
How to get training and where to find
other support materials
Go to the Code of Conduct page on the
intranet to find out who your local Privacy
Officer is.
You can become an advocate for privacy
by joining our Privacy Community.

Contents

Q: Im working on a project
involving a use of customer
information that is not
covered by law. Do I still have
to think about privacy?

Ashley Peck

A: Yes. Our first commitment is

to respect customers privacy.
Regardless of whether there is
a law or not, everything we do
should be consistent with our
Privacy Commitments.

Q: Ive been contacted

by the law enforcement
authorities in my country
with a request for access to
personal information.
What do I do?
A: While we may be required by
law to respond to a Government
or law enforcement request
for information, there are other
requirements to consider.
Make sure youre familiar with
the need to balance our legal
obligations to respond and
support law enforcement,
with respect for our customers
human rights and due process.
More information can be
found in our Privacy and Law
Enforcement Policy Standard.

Q: Im building a Vodafone application that will use

personal information. How do I make sure privacy
is protected can I simply add a privacy policy to the app?
A: No. Our privacy by design commitment means we make
sure privacy is built into our applications and services, not just
added on. For more information take a look at our Designing
for Privacy in Mobile Applications guidelines and other
guidance on product development in the Privacy Matters
library, on the intranet.

17

Employees

Employees

Preventing harassment
and bullying

We will base relationships with and

between employees on respect for
individuals and their human rights
and will not tolerate child labour.

We aim to create an inclusive environment

where everyone feels respected and valued.
This extends to our customers and business
partners.
We recognise and celebrate the importance
of diversity in our work spaces so we are
as diverse as the customers we serve.
We will not tolerate any form of
discrimination. We base relationships with
and between employees on respect for
individuals and their human rights.
We must all challenge discriminatory
behaviour when we see it. We want everyone
to feel able to raise any concerns. In the first
instance, please speak to the individuals
concerned before consulting your local HR
contact or going through
the Speak Up process.

Harassment and bullying can take many

forms and have serious repercussions.
We are all responsible for ensuring that
they dont happen at Vodafone.

We will not accept any

form of discrimination,
harassment or bullying.

We may instigate disciplinary or legal action

against people who harass or bully others.

Diversity and inclusion

We will pursue equality of opportunity and
inclusion for all employees through our
employment policies and practices.

Vodafone will not tolerate harassment

or bullying.

What does this mean for me?

We expect you to:
Comply with Vodafones Business
Principles and Policy Standards
Act fairly and show respect towards
others in all your dealings
Understand your responsibilities
under local law
Challenge discriminatory behaviour
Raise any concerns through your local
HR team or the Speak Up process
Base any employment decision
you make purely on merit

We will treat each other respectfully and

challenge any unfair behaviour. Guidance
is available in your local HR policies.
What does this mean for me?
We expect you to:
Build trust in your teams by treating
everyone with respect
Never be derogatory or abusive
to or about your colleagues
Make sure all your communication abides
by this Code, no matter how informal
you are being
Tell someone if you think a colleague
is being harassed or bullied

Q: I can see that one of my

colleagues is being picked
on constantly by other team
members. I want to raise this
but I am concerned that it might
be my turn next. What should
I do?
A. You should always challenge
inappropriate or unacceptable
behaviour. Speak to your Line
Manager or your local HR
manager. If you do not feel
comfortable doing this then
use the Speak Up reporting line.

Q: A colleague is recruiting a new team

member. I am concerned that they may
be discriminating against certain
candidates. Should I challenge them?
A: You are right to raise your concern as we
will not tolerate any form of discrimination.
Urge your colleague to discuss the selection
criteria with their local HR contact. If there is
no change then you should raise the issues
with your Line Manager or the HR contact.

Claire Hammond

Contents

18

Employees

Drugs and alcohol

Any use, sale or distribution of illegal
substances will be treated extremely seriously.
Please support your colleagues by reporting
any breaches of this Code to your local HR
team. We will provide support to those affected
by problems with alcohol or drugs.
What does this mean for me?
We expect you to:
Never work under the influence of illegal
drugs or alcohol
Report any concerns you have about
a colleagues use of alcohol or drugs
to your local HR department
Familiarise yourself with local laws,
cultures and customs when travelling

We will not tolerate anyone being

under the influence of alcohol or
illegal drugs in the workplace.

Steven Jebb

Q: My colleague regularly
arrives at work appearing
to be under the influence
of alcohol. I know he is
having difficulties at home.
What should I do?

Contents

A: It is important that you

discuss the issue with your
line manager. The use of
alcohol is likely to be affecting
his wellbeing and the quality
of his work. It is likely that
your colleague needs help
and support in dealing
with his difficulties.
19

Communities
and society

Communities and society

Q&A

We will engage with local

communities to help us
understand and respond
to any concerns they
may have.
We aim to deliver products and services
that can transform peoples lives and contribute
to more sustainable living by empowering
individuals, contributing to wider development
goals and reducing environmental impacts.
To do this, we must operate responsibly
wherever we do business to maintain the
trust of society.
Local communities
Through being open and honest, respecting
local cultures and traditions, we aim to gain the
trust and support of our local communities.
We always listen to the concerns local
communities have, for example in relation to
network deployment, and seek to answer the
questions they raise. We will be inclusive and
will always do our best to make sure that
everyone is heard.

Contents

Q: My team wants to raise

money for a local charity, are
there any restrictions on who
to donate to?
Charitable support
The Vodafone Foundation provides support
and sponsorship to many communities
in which we work.
Human rights
Vodafone has a responsibility to respect
human rights, as articulated in the Universal
Declaration of Human Rights. Wherever we
operate, we work to ensure that we do not
infringe on human rights through our
operations or business relationships.
What does this mean for me?
We expect you to:
Be sensitive to your local communities
needs listen and respond to the concerns
people have about Vodafones operations
Make sure every section of the
community has an opportunity to
raise concerns and ask questions
Get involved in your local community
via the Vodafone Foundation

A: There are no restrictions on

giving personal donations.
Any donations made on behalf
of Vodafone should always be
made through the Vodafone
Foundation.

Q: I thought human rights

were the governments
responsibility? Why do I
have to worry about them?
A: While governments have
the sole duty to protect the
human rights of their citizens,
it is globally accepted that
companies have a responsibility
to respect human rights.
Vodafone works to ensure we
do not infringe on human rights
wherever we operate.

20

Environment

Environment

We are commited to
protecting the environment.
Wherever possible, we will reduce our use
of resources and cut any harmful emissions
we are responsible for. We will reuse and
recycle telecommunication equipment
and other waste.
We will comply with relevant environmental
legislation and international standards.
In countries where environmental legislation
is not evident or enforced, we will ensure
that responsible practices for managing
environmental impacts are in place.

What does this mean for me?

We expect you to:
Familiarise yourself with relevant environmental laws,
regulations and policies.
Reduce your waste wherever possible
Use recycling facilities wherever possible
Avoid unnecessary travel use conference call facilities
or video-conferencing where possible.
Walk or use public transport where you can. Consider
car-sharing with a colleague if you need a car.
Always consider the environment when making
purchasing decisions

We will continuously seek innovative, leading

edge solutions to improve the environmental
performance of our products and services.
We will develop new services that empower our
customers to make more sustainable choices.

Contents

21

Key definitions used in this Code

Q: What is an arrangement? (p9)
A: Typical examples include:
Sharing information such as prices,
costs or sales volumes with competitors.
Agreeing with competitors to fix the
price of products or services, including
discounts, rebates and commissions.
Agreeing with competitors not to
compete for certain accounts or
regions, or agreeing market shares.
Agreeing with resellers to fix the
minimum resale price of products
or services
Q:
A:

What is inside information? (p9)

Information that:
Is precise
Has not been made public
Relates to Vodafone
If made public, would be likely
to have a significant effect on
the price of Vodafone securities.

Q: What is a bribe? (p10)

A: A bribe involves the giving or receiving
of cash, or anything else of value, in order
to get someone to act improperly
(usually resulting in an unfair personal
gain). Nothing of value needs to change
hands, just the offer or promise is enough
to break the law.
Q: What is a Public Official? (p10)
A: An individual who holds a legislative,
administrative or judicial position or
exercises a public function for any public
agency or public enterprise, including
state-owned media and regulatory
bodies.
Q: W
hat are facilitation payments
and kickbacks? (p10)
A: A facilitation payment is usually a small,
unofficial cash payment made to speed
up a routine government action, for
example paying $10 to an official to speed
up a visa application. A kickback is a
payment made to an individual in return
for a referral, transaction or contract with
another party.
Contents

Q: W
hat does reasonable and proportionate
mean? (p8)
A: As a general rule it covers low-value,
Vodafone branded items in connection
with promoting, demonstrating or
explaining our products and services.
It can also cover some hospitality which
is done for a clear business purpose,
for example inviting a group of
prospective clients to an event, and
which is not lavish or over the top.

Vodafone Group Plc

Vodafone House
The Connection
Newbury
Berkshire
RG14 2FN
England
Tel: +44 (0)1635 33251

Q: What is a significant gift or benefit? (p8)

A: Something of value outside of the monetary
limits outlined in the Group Policy Standard.
Alternatively, it may be something which
is valuable to the individual which may give
the impression that it is enough to influence
a business decision.
Q: What is a close relationship? (p7)
A: A close relationship would include a
member of the family, partner or close
friend or business acquaintance.
Q: W
hat is sensitive information? (p6, 7, 9)
A: Sensitive information can include legal
agreements, technical specifications or
any other information which is unlikely
to be publicly known and may have
commercial value.
Q: What do we mean by discrimination? (p18)
A: For these purposes, discrimination
includes less favourable treatment
based on gender, age, disability,
sexuality, religious belief or ethnic origin.
Q: W
hat do we mean by harassment
and bullying? (p18)
A: We define harassment and bullying as
unwanted behaviour from another
person which is intimidating, malicious,
offensive, insulting, humiliating or
degrading. It may be related but not
limited to age, gender, sexual orientation,
race, disability, religion or belief, and can
be either a repeated or a one-off incident.
It can be verbal, non-verbal, physical
and isnt always face-to-face.

22