Policies

Message from the Chief Executive

Pets at Home is the leading pet specialist retailer in the UK and since opening for business in 1991 we have built up a highly regarded reputation within the industry, particularly with our suppliers and customers.

We are open, honest and stand by our responsibilities. We are reliable partners and we do not make promises that we cannot keep. We also expect our colleagues to act with integrity.

Our reputation is determined by our actions and how each and every one of us conducts himself/herself. Illegal or inappropriate behaviour on the part of any colleague can cause the Company considerable damage and will not be tolerated.

This Code sets out the ethics and principles and standards which must be consistently upheld and applied in all business dealings. It will be reviewed annually by the Company Secretary and the Board of Pets at Home so that it can take account of any changes to legislation and the regulations in which we operate.

If you have any queries about The Code and its application, you should speak to your immediate line manager or our Company Secretary.

I also urge you to be comfortable raising concerns and reporting any situations when you believe the Code may have been breached. The Code explains how you can do this.

Our vision is:

To be the best pet care business in the world. I am confident that together we will ensure that Pets at Home achieves this goal.

Lyssa McGowan Group Chief Executive Officer

Purpose and scope

We are a leading pet specialist retailer offering a range of quality products and services to our customers.

Pets at Home Group Plc, together with all of the companies within the Pets at Home Group (“Pets at Home Group”) is committed to running our business operations to the highest ethical and professional standards. Compliance sits at the heart of our business.

The United Kingdom adopted an anti-bribery law in July 2011. Violation of this law can result in severe penalties, not to mention damage to the reputation of the Pets at Home Group and the individuals involved. As part of our commitment to maintain high ethical standards, we updated our business code of conduct and renamed it the Pets at Home Group’s Code of Business Ethics and Conduct. We have also adopted an Anti Bribery Policy and Whistleblowing Policy. 

All Pets at Home Group colleagues should read this Code and make sure that they strictly comply with every aspect of its requirements. If you observe conduct which you believe is a violation of the Code, you should report it immediately using the procedures set down in the Disclosure section of this Code.

This policy forms part of the terms and conditions of all colleagues’ contracts of employment and any breach of the policy will be regarded as misconduct, leading to disciplinary action up to and including summary dismissal. We also may choose to refer matters to public authorities for possible prosecution and/or investigation.

Each department’s senior management must take responsibility for the colleagues entrusted to them and ensure that the Code is applied and observed within their department.

If a situation arises where it is unclear what the appropriate action is, the matter must be raised by the colleague with their immediate line manager or their people team representative and with senior management as appropriate, so that necessary guidance can be obtained. Processes have been put in place for this to be done on a confidential basis and this is detailed in the Disclosure section. Any ongoing queries regarding the Code should be directed to the Company Secretary of Pets at Home Group Plc.

Giving or Acceptance of Gifts or Gratuities

The offering or giving of gifts is not permitted other than product samples of low monetary value. In general, the Pets at Home Group does not believe that it is appropriate for colleagues to accept gifts from suppliers or any other person or organisation with which the Pets at Home Group has (or might have) business connections. Gifts of money or equivalent must never be made or accepted.

Gifts include things such as merchandise or products, personal services or favours (other than moderate hospitality as detailed in paragraph 3 below). It is important to ensure that no colleague acts in any way that is inconsistent with the Pets at Home Group’s objectives or with the integrity of the business by giving or accepting a gift in circumstances where it could influence, or be seen to influence, that colleague's business actions or decisions.

Furthermore, colleagues may never solicit gifts or gratuities from third parties.

There are six narrow exceptions to this policy which are listed below, however, regardless of these exceptions, in all circumstances, if, in the opinion of the colleague’s Operating Board Director (or above), the gift might constitute a bribe or other inducement, the colleague must pass the gift to their Operating Board Director (or above), who will return it to the sender with a suitable letter explaining the Pets at Home Group’s policy and asking that it be respected in the future. An example letter is attached in Appendix 1.

Receipts of gifts should be acknowledged on the relevant group company’s headed paper or by email within seven business days.

The Company Secretary should also be informed of the details any gift offered and declined, offered and accepted so that it can be recorded on the central record.

The exceptions are:

1. Generally, business related meals valued at £70 per person or less are allowed. However, an individual may not total more than £210 from a single source in a single calendar year.
2. With supervisory approval (Operating Board Director or above) and provided it is appropriate and permitted under local laws, colleagues may accept gifts with a value of £100 or less, including holiday gift baskets or wine or flowers as long as they are passed to The Pets at Home Foundation, Charity Manager who will use them for auction in aid of charity. No gift must ever be accepted personally. Gifts with a value of over £100 must be reported to the colleague’s Operating Board Director or above to determine appropriate disposition of the prohibited gift. This may involve donation to a charitable auction once the Operating Board Director has considered the background to the gift, particularly where culturally, the refusal of a more lavish gift would give cause for serious offence. The procedure for approval of gifts over £100 is highlighted in bold at the end of this section. All gifts, offered and accepted, offered and declined must be kept on a central record held by the Company Secretary.
3. With supervisory approval (Operating Board Director or above) and provided it is appropriate and permitted under local laws, colleagues may retain prizes won in competitions that they enter during the course of business (e.g. competitions advertised on promotional gifts received such as calendars or competitions entered into at trade shows) provided that:
   1. These competitions are generic and are not specific to the Pets at Home Group;
   2. We are not engaged in contractual negotiations with the supplier of the prize;
   3. There is no undue influence on the recipient of the prize;
   4. The receipt of the prize is logged as detailed below.
4. Promotional gifts, i.e. items such as stationery, calendars or pens that bear the logo or company name of another organisation, provided that these have no significant value. However, since it is likely that such gifts will be received by only a limited number of colleagues, they should be shared amongst other colleagues where appropriate.
5. Merchandise samples or demonstration products given to Pets at Home Group companies by current or prospective suppliers are not considered gifts and are the property of the relevant Pets at Home Group company. The Pets at Home Group may periodically donate samples and demonstration products to The Pets at Home Foundation or other appropriate charities in accordance with Pets at Home Group guidelines.
6. Donations may be sought on behalf of the charity “The Pets at Home Foundation” or any other charity which the Pets at Home Group has agreed to support (Subject to the charity’s fundraising guidelines).

All gifts/prizes whether accepted or returned must be logged on the Disclosure of Gifts/Entertainment/Interests Log (Example contained at Appendix 2) and handed to the Company Secretary.

Accepting and Providing Corporate Hospitality

Our guiding principle is that rather than an individual having the benefit of corporate hospitality from a supplier, we would rather the business has a reduced cost of goods or services. However, should anyone whose position is Support Office Banding Grade 2 or above wish to accept an invitation or provide entertainment or hospitality then it will require at the least Operating Board Director approval and must be logged on the Disclosure of Gifts/Entertainment/Interests Log (Example contained at Appendix 2).

It is important when considering any corporate hospitality that the hospitality is proportionate and that in receiving or providing it, no undue influence is being sought for example, accepting or providing hospitality during a contract re-negotiation, tender process or prior to the establishment of a new supplier relationship would be inappropriate.

Before accepting any level of hospitality beyond a business related meal, (see exception 1 in paragraph 2) the colleague’s appropriate Operating Board Director (or above) should be notified who should ensure that the hospitality is reasonable and modest in value.

If, in the opinion of an Operating Board Director (or above), the invite might constitute a bribe or other inducement, the colleague will be asked to decline the invite by sending a suitable letter to the supplier and asking that it be respected in the future. An example letter is attached in Appendix 1.

The provision of corporate hospitality is not permitted by Pets at Home Group colleagues other than:

• Conferences organised to communicate to suppliers or other third parties about the Pets at Home Group; or
• Fundraising events for or connected to a nominated charity such as the annual Pets at Home Foundation Charity Ball.

Any corporate hospitality provided must be approved by an Executive Director of the Pets at Home Group.

Obtaining Services from Pets at Home Suppliers

With the approval of an Operating Board Director (or above), colleagues may obtain services from suppliers at a price that is reasonable and no less than the supplier’s normal cost. Such purchases should be infrequent, and are generally discouraged and must be made at no cost to the Pets at Home Group. All purchases must be reported to the Company Secretary and approved by the colleague’s Operating Board Director (or above).

The purchases must be logged on the Disclosure of Gifts/Entertainment/Interests Log (Example contained at Appendix 2).

Related Party Transactions and Conflicts of Interest

All colleagues should avoid any real or apparent conflict of interest between their personal interests and those of the Pets at Home Group.

All Pets at Home Group colleagues must declare to their Operating Board Director or above (as appropriate) all interests in organisations which are carrying out business with the Pets at Home Group that could potentially result in personal gain for the colleague or their family or friends. For example, a colleague must declare the interest if the Pets at Home Group is engaging in business with a supplier in which a friend or family member of the colleague has an interest.

Declarations of such interests need to be made by all colleagues on a timely basis so that they can be considered by senior management and where necessary, accurately recorded by the Company Secretary and reported to the Main Board if the interested party is a Main Board or Operating Director.

Entry into any related party transaction must receive the prior approval of the interested colleague’s Operating Board Director or above as appropriate ("Authoriser") by completing the Disclosure of Gifts/Entertainment/Interests Log (Example Contained at Appendix 2).

In determining whether to approve related party transactions, the Authoriser will take into account, among other factors it deems appropriate:

(i) whether the transaction is fair to the Pets at Home Group;(ii) whether the Authoriser has all of the material facts regarding the transactions or parties involved;(iii) whether the transaction is generally available to an unaffiliated third-party under the same or similar circumstances and cost; and

(iv) the extent of the related person’s interest in the transaction.

No colleague shall participate in any discussion or approval of a related party transaction for which he or she is a related party, except that the colleague shall provide all material information concerning the related party transaction to the Authoriser.

Once approval has been given, the Authoriser must pass the form to the Company Secretary.

Charitable Donations

The Pets at Home Group is committed to the communities in which it does business and permits reasonable donations to national and local charities. Donations may only be given to bona fide charities and used for proper charitable purposes and may not be misapplied in violation of this Code. Charitable contributions must be authorised by the Company Secretary and recorded on the company records and in the company’s books of account.

The Pets at Home Group has established its own charitable foundation “The Pets at Home Foundation”. Any colleague participating in The Pets at Home Foundation fundraising efforts must abide by related policies to maintain the respect of the general public. All fundraising efforts must be conducted according to the rules and guidelines published by “The Pets at Home Foundation”.

Political Donations

Competition and Competitor relationships

The Pets at Home Group strongly believes in free and open competition. Collusion with competitors is therefore strictly prohibited. The Pets at Home Group makes its own pricing decisions without influence from suppliers, contractors or competitors. To do otherwise may contravene competition laws and have serious penalties and reputational damage to the Pets at Home Group.

It is the responsibility of each department to ensure that it complies fully with all competition laws and regulations governing its operations. No department is allowed to abuse its position in a market where it has a dominant position

• inducing a competitor to breach a contract with a third party;
• obtaining unauthorised access to confidential information;
• securing an unfair competitive advantage;
• operating or attempting to agree, illegal price-fixing agreements;
• undertaking other unacceptable activities or practices which could damage the Pets at Home Group’s reputation; and
• sharing sensitive information such as details of pricing structures with competitors.

Colleagues must be scrupulous in observing legal and ethical standards in seeking information about competitors. There are accepted means for obtaining such information. If in doubt, colleagues must consult their line manager or responsible Operating Board Director.

Colleagues must be above any actual or perceived anti-competitive conduct. Such conduct would include agreements or joint actions with competitors regarding prices, bids, product or territory allocations, selection of customers or suppliers, or limits on distribution and agreements on minimum resale prices.

Bribery and Corruption

No colleague shall engage, on behalf of any Pets at Home Group company, in the practice of purchasing privileges or special benefits through the payment of bribes, gratuities, or other forms of payoff. Bribery is a common form of corruption and includes any gift, payment or other benefit to which the recipient is not legally entitled and which is offered in order to secure an improper business or other advantage.

The Pets at Home Group has developed an Anti Bribery Policy. Colleagues must comply with the Anti-Bribery Policy. Annual audits will be carried out by the Company Secretary to ensure compliance.

Disclosure of concerns, speaking up and “whistleblowing”

Incidents of misconduct, fraud, dishonesty and other wrongdoing at work damage colleague morale and business reputation but could remain undetected for some time without someone voicing their concern. Any concerns of this nature or non compliance with this policy, should be reported by calling the confidential Whistleblowing Helpline on 0808 168 3620 or a Nominated Colleague (as set out in the Pets at Home Group’s Whistleblowing Policy) which sets out the procedure and process to follow.

Appendix 1

Example letter to return gift/decline an invitation

Dear
Thank you very much for the/ invite to the ___________ which you sent to me recently. I am grateful for your kind thoughts, however, I would like to point out that the Pets at Home Group has a clear policy regarding the acceptance of gifts/corporate hospitality and therefore, I must return this to you/decline your invitation.

I would like to confirm that I do appreciate the sentiment behind your gift/invitation and thank you again.

Yours sincerely

Appendix 2

Disclosure of Gifts/Entertainment/Interests Log

Department__________________________________________

1.1 At Pets at Home, our culture and values mean that we are committed to having high standards of professionalism and integrity throughout our business. This means that it is really important that when anything is being done that isn’t in line with our culture, values or processes, it is reported and properly dealt with. 

1.2 We would want any concern to be raised to your line managers or one of our specialists (such as Field Pet Partners or People Partners) but we do understand though that it can sometimes be difficult to let us know when things aren’t going as well as they should and so we have created our Whistleblowing policy to help you understand what you should do in these cases.

1.3 Any concerns that are raised as part of our Whistleblowing policy will be taken seriously and dealt with appropriately. This means that with this policy we aim to:

a. encourage colleagues to report any genuine concerns about wrongdoing at work (more detail on this is in point 4) as soon as possible;

b. provide guidance on how to report any wrongdoing and how such concerns will be dealt with;

c. demonstrate that we are serious about addressing any genuine concerns about wrongdoing and that we will support anyone who raises such concerns in line with this policy; and

d. make it clear that we will not tolerate the victimisation of anyone who raises genuine concerns about wrongdoing in line with this policy, even if it turns out that those concerns are misplaced.

1.4 This policy only applies to concerns that have a public interest aspect to them. It does not cover individual grievances or complaints about employment for example if you believe you are being bullied or discriminated against or that the terms of your contract have been breached. If you have concerns like this, you should raise them under our grievance policy or by contacting the People Team (contact details below).  If you are unsure about which procedure to use, you should speak to one of the Nominated Colleagues, whose contact details are below. 

1.5 This policy is non-contractual which means that it does not give any legal rights to individuals. We may change all or any part of this policy in any way at any time and while it sets out our likely response to disclosures, it does not commit us to them. 

2. Who does the policy apply to?

This policy applies to anyone who works in or for us, including:

a. colleagues;

b. JVPs, SVPs and locums;

c. workers, including agency workers;

d. contractors;

e. non-executive directors;

f. consultants; and

g. volunteers.

3. What types of concern should be raised under this policy?

3.1 If you have genuine concerns that any of the following activities are taking place at work (or have taken or are likely to take place) and have a public interest element in them (so it’s for the greater good), you should raise them under this policy. This includes things like:

a. criminal activity;

b. breach of any legal obligation;

c. danger to health and safety;

d. danger to animal welfare or breach of professional conduct;

e. damage to the environment;

f. miscarriages of justice;

g. bribery; or

h. the deliberate concealment of any of the above.

3.2 If you are unsure about whether any suspected wrongdoing is covered by this policy you should call the Whistleblowing Helpline or one of the Nominated Colleagues, whose contact details are at the end of this policy.

4. How to raise a concern

4.1 You should normally raise any concerns about wrongdoing at work with your line manager but if you don’t feel comfortable doing this or if you have already done this and you don’t feel that your concerns have been dealt with, you should call the confidential Whistleblowing Helpline on 0808 168 3620 or alternatively contact one of the Nominated Colleagues whose contact details are set out at the end of this policy.

If your concerns are specifically about pet welfare, then you can also call our confidential Pet Promise Line on 0808 168 3622. All calls are confidential and are dealt with by Karlien Heyrman, our Head of Pets or a member of her veterinary team.

4.2 Where concerns are raised via the Whistleblowing Helpline or with a Nominated Colleague, a confidential interview will be arranged with you to discuss the areas of concern. At this stage you will be asked whether you are prepared for your identity to be disclosed as this may affect the extent of the investigation that may be carried out and so possibly the actions which can be taken.  A brief summary of the interview will be taken and a copy of this will be given to you. 

4.3 You may bring a work colleague or union representative to any meetings under this policy, provided they agree to respect the confidentiality of the matter.

4.4 Depending on the nature of the concerns raised, we may appoint an investigator or team of investigators to investigate your concerns. We will aim to keep you reasonably informed of the progress of the investigation and the final outcome.  While we will give as much feedback as we can, due to the legal obligations of confidentiality we owe to other colleagues, it will not usually be possible for us to provide feedback on the detailed outcome of any disciplinary action taken against another colleague or where our response may be commercially sensitive.  You should treat any information about the investigation as confidential.

4.5 Raising a genuine concern will protect you against victimisation or other less favourable treatment as a result of your disclosure. However, it does not provide you with any right to any (or any minimum level of) involvement in the resulting investigation nor to dictate any action, whether or not your concern is found to be genuine.

4.6 If you are not satisfied with the outcome of your concern you may contact the People Team (contact details below).

4.7 If you raise or report a concern which you know is false you may be subject to disciplinary action, up to and including dismissal.

5. Professional Conduct and Animal Welfare

5.1 If you become aware of veterinary professional misconduct or inappropriate conduct by a professional colleague either at a first opinion practice or specialist referral centre which may include:

a. breach of the RCVS Codes of Professional Conduct, for veterinary nurses and surgeons; or

b. unethical behaviour - for example false certification, care of an animal which falls short of the expected standards or practicing under the influence of drugs or alcohol, you may wish to report the issue.

5.2 You should first consider resolving such issues internally at the practice or specialist referral centre, as set out in the RCVS guidance on whistleblowing: (http://www.rcvs.org.uk/advice-and-guidance/code-of-professional-conduct-for-veterinary-surgeons/supporting-guidance/whistle-blowing/) and discuss the matter with a JVP, SVP or senior management team member there.

5.3 Alternatively, you can raise such concerns with Dr Huw Stacey, our Director of Clinical Services. All issues relating to veterinary patient animal welfare should be directed to Dr Huw Stacey, where appropriate.

5.4 If the matter is not resolved then you may wish to inform the RCVS, whose contact details are below.

5.5 Please also be aware of the duty to keep client information confidential when reporting any issues.

5.6 If you have concerns regarding animal welfare in relation to Pets at Home instore pets, then you can also call our confidential Pet Promise Line on 0808 168 3622. All calls are confidential and are dealt with by Dr Karlien Heyrman, Pets at Home’s Head of Pets.

6 Anonymous complaints

6.1 You are not encouraged to raise any concerns about wrongdoing at work anonymously, as this makes it difficult for us to investigate them. If you have any concerns about identifying yourself, you should speak to one of the Nominated Colleagues whose contact details are below or call the confidential Whistleblowing Helpline.  We will accommodate any requests for anonymity as far as possible.

6.2 You can obtain free confidential advice on whether to and how to raise a concern using the Whistleblowing Helpline, via a Nominated Colleague or the Pet Promise Line by contacting the independent charity, Protect whose details are below.

7 Raising concerns externally 

7.1 We hope that you will raise any concerns about wrongdoing at work internally in line with this policy, but we recognise that it may be appropriate for you to contact an external body such as a regulator where the complaint has been raised but ignored or there has been a recurrence of the same wrongdoing.

7.2 We would strongly recommend that you seek advice before raising any concerns externally. You can obtain free confidential advice on whether and how to raise a concern via the helpline run by the independent charity, Protect whose details are below.

8 Protection from victimisation

8.1 We will not tolerate any victimisation of individuals because they have raised a concern under this policy and we will treat any victimisation as a disciplinary matter, which may lead to dismissal. However, nothing in this policy means that someone who has raised a concern under it cannot be managed (monitored, directed, disciplined, etc.) in the ordinary course of the employment relationship.

8.2 If you believe you are being victimised or have suffered detrimental treatment for having raised genuine concerns about wrongdoing at work in accordance with this policy, you should raise a grievance in line with our grievance procedure. You should identify the concern raised and how it was raised, and also the specifics of the treatment which you believe has resulted from your doing so.

8.3 We will take all complaints seriously and deal with them promptly. If your complaint is upheld then you will be notified of this. The details of any action taken against another colleague as a result are usually confidential.

8.4 You should be aware that if you victimise someone for having raised concerns about perceived wrongdoing, you could be held personally liable to pay compensation at an Employment Tribunal.

9 Responsibility for the policy

The Board has overall responsibility for this policy and the Nominated Colleagues have day-to-day responsibility for it. The policy will be reviewed when needed.

10 Contacts

1. Introduction

Bribery and corruption is, unfortunately, a feature of corporate and public life in many countries across the world.  Governments, businesses and non-governmental organisations are working together to tackle the issue and as part of the UK Government’s commitment to eradicating bribery, it passed the Bribery Act 2010 which came into force in 2011.

Pets at Home Group Plc together with all of the companies within the Pets at Home Group (“Pets at Home”) has a clear anti bribery and corruption policy and we support our colleagues to make decisions in line with our stated position.  Pets at Home does not tolerate any form of bribery and corruption.

2. Purpose

The purpose of this Policy is to set out the responsibilities of each company and colleague within Pets at Home in observing and upholding our position on bribery and corruption.   It also includes the responsibilities of each of our agents, suppliers and other third parties acting on our behalf in ensuring compliance with our Policy.

There are no exceptions to this Policy.  Pets at Home does not tolerate any form of bribery and corruption.  Violation of this Policy may be grounds for dismissal for gross misconduct, immediate termination of contract, prosecution or additional sanctions.

Please note that if local laws, codes of conduct, or other regulations in a particular country or region are more restrictive on this subject, or require government approval of the transaction, then any Pets at Home colleague or representative, including any distributor, agent, supplier, intermediary or consultant, operating in that country or region must fully comply with the more restrictive requirements. 

3. Scope

This Policy applies to all Pets at Home Group colleagues and extends to all our business dealings and transactions in all countries in which we operate.

This Policy also applies to our business partners including, agents, suppliers, intermediaries, joint venture partners and other third parties acting on our behalf.

4. Other Inputs to this Policy

This Policy should be implemented in conjunction with the guidance on the Pets at Home Code of Ethics and Business Conduct which colleagues, agents, suppliers, intermediaries, joint venture partners and other third parties acting on our behalf should also read.  

Colleagues, agents, suppliers, intermediaries, joint venture partners and other third parties acting on our behalf are encouraged to raise concerns about any instance of non-compliance with this Policy at the earliest possible stage. Please refer to paragraph 12 ‘Raising Concerns and Seeking Guidance’ and our Whistleblowing Policy if you wish to raise any concerns.

5. Our Policy

Pets at Home is the UK’s leading pet care business; our commitment is to make sure pets and their owners get the very best advice, products and care. Since opening for business in 1991 we have built up a highly regarded reputation within the industry, particularly with our customers and suppliers.

Our vision is:

‘To be the best pet care company in the world’

In delivering our world class standards, we want to ensure that we maintain integrity in our conduct at all times.  This means that Pets at Home will not engage in bribery or any form of unethical inducement or payment including facilitation payments and “kickbacks”. 

All colleagues, as well as any party working on Pets at Home’s behalf, must not make, offer to make, promise or make payments, or give anything of value to any third party including any supplier or government official to assist Pets at Home in obtaining or retaining an improper business advantage, whether or not any benefit is actually received. 

If confronted with a request or demand for an improper payment, the request or demand must be immediately rejected and reported as set out below in paragraph 12 “Raising Concerns and Seeking Guidance”.

6. Gifts and Hospitality

All colleagues, agents, suppliers, intermediaries, joint venture partners and other third parties acting on our behalf are required to avoid any activities that might lead to, or suggest, a conflict of interest with the business of Pets at Home.  As a result, in general, Pets at Home does not believe that it is appropriate for colleagues to accept gifts from suppliers or any other person or organisation with which the company has (or might have) business connections.  Gifts of money or equivalent (e.g. gift vouchers) must never be made or accepted.   Furthermore, colleagues may never solicit gifts or gratuities from third parties.  Any gifts received, will be returned or, insofar as it is appropriate and permitted under local laws be donated to a raffle for charitable causes.

Our guiding principle on corporate hospitality is that rather than an individual having the benefit of corporate hospitality from a supplier, we would rather the business has a reduced cost of goods or services.  Please review the Pets at Home Code of Ethics and Business Conduct for further guidance on gifts and hospitality. 

7. Red Flags

All colleagues, agents, suppliers, intermediaries, joint venture partners and other third parties acting on our behalf are responsible for reporting potential issues and should be aware of the following non-exhaustive list of red flags:

• Accusations of improper business practices of any Pets at Home colleague or third party;
• Family or other relationships between any Pets at Home colleague or third party that could influence the decision of a Pets at Home colleague;
• Reluctance of a Pets at Home colleague to allow another colleague to deal with a particular supplier;
• Demands by an agent or supplier for extraordinarily high commissions or fees for services;
• Requests for cash-payments or “off-book” payments or unspecified services;
• Requests for payments to be made in another name or company different from the one earning the commission;
• A third party insisting that its identity remain confidential or refuses to divulge the identity of its owners.

8. Record Keeping Provisions

Colleagues are responsible for making accurate and reasonably detailed entries in official records of the company.  Colleagues must never:

• Pay expenses that are excessive, lack adequate description or supporting documentation, or appear to be improper;
• Make, disguise, or arrange to have made or disguised, or fail to correct any report, any false or artificial entries in any company books or records, or in any books or records of other persons or companies with whom Pets at Home does business;
• Omit, delete or alter any entries in any company books or records without following appropriate company procedures relating to that type of action; or
• Use personal funds to accomplish what is otherwise prohibited by this Policy.

9. Due Diligence and Selection of Representatives

Pets at Home may use local agents as a way of doing business.  These representatives are retained in part for their knowledge of and access to persons in the local market and for their ability to secure and retain business.  Pets at Home must ensure that its representatives are aware of and comply with the Bribery Act 2010, other applicable local anti-bribery laws, and this Policy.  Therefore, prior to entering into an agreement with any agent, supplier, intermediary, joint venture partner or other third party who will act on behalf of Pets at Home in concluding business, the colleagues involved must evaluate the extent to which anti-bribery due diligence with respect to the third party should be undertaken.  This evaluation will depend on the relevant facts and circumstances, including the existing knowledge and past experience with the third party, whether there are any dealings with governmental officials such as customs and excise and the location of operation.

10. Training and Communications

We will communicate this Policy and relevant guidance to colleagues across Pets at Home through our established internal communication channels.  We will also communicate this Policy to our agents, suppliers, intermediaries, joint venture partners and other third parties acting on Pets at Home’s behalf.  Managers and colleagues will receive relevant training on how to comply with and implement this Policy in the scope of their employment or engagement with the Group.

All colleagues will be asked to acknowledge annually that (1) they have reviewed the Policy (2) agree to abide by the Policy; and (3) agree to report any potential violation.

Each departmental head will be responsible for ensuring that its department complies with the Policy and will be required to report compliance on an annual basis. 

11. Responsibilities

The Board of directors of Pets at Home Group plc has specifically directed issuance and implementation of Pets at Home’s Anti-Bribery Policy and retains ultimate responsibility for ensuring that the Pets at Home Group meets its obligations under the Bribery Act 2010. Performance will be reported to the Audit Committee by the Company Secretary on a periodic basis on the suitability, adequacy and effectiveness of the Policy.  The Audit Committee will make an independent assessment of the adequacy of the Policy and will report to the Main Board on the Policy’s suitability, adequacy and effectiveness.

12. Raising Concerns and Seeking Guidance

Colleagues, joint venture partners, suppliers, agents, intermediaries and other third parties acting on our behalf are encouraged to raise concerns about any instance of non-compliance with this Policy at the earliest possible stage.

If a situation arises where it is unclear what the appropriate action is, the matter must be raised by the colleague with their immediate line manager so that necessary guidance can be obtained.  Processes have been put in place for this to be done on a confidential basis and this is detailed in the Pets at Home Code of Ethics and Business Conduct.  Any ongoing queries regarding the Pets at Home Code of Ethics and Business Conduct should be directed to the Group Legal Team.

Incidents of misconduct, fraud, dishonesty and other wrongdoing at work damage colleague morale and business reputation but could remain undetected for some time without someone voicing their concern.  Any concerns of this nature or non-compliance with this Policy, should be reported by calling the confidential Whistleblowing Helpline on 0808 168 3620 or a Nominated Colleague (as set out in the Whistleblowing Policy) which sets out the procedure and process to follow. 

Anyone raising a concern in good faith will not be criticised or penalised in any way even if it is shown, after investigation, that they were mistaken.  Any form of reprisal or victimisation against anyone who has raised a genuinely held concern is forbidden and will not be tolerated and itself will be treated as a disciplinary matter.

13. Penalties

Violations of the Bribery Act 2010 and other anti-corruption legislation are a serious matter and could result in significant penalties for the Pets at Home Group and for those individuals responsible for an offence.  Penalties include imprisonment for individuals committing the offence for up to 10 years together with unlimited fines for individuals and the business.  Senior Officers who were aware of the bribes may also face penalties.  Fines imposed on individuals will not be paid by Pets at Home.  A violation can also result in disciplinary action by Pets at Home Group, up to and including termination of employment.