Micro Focus has established and regularly communicated corporate governance policies.
Strong corporate governance principals lie at the heart of a range of comprehensive policies.
The principal corporate governance guidance that applies to companies listed with the UK Listing Authority during the year reported on is contained in the UK Corporate Governance Code 2014 (the “Corporate Governance Code”) published by the Financial Reporting Council in September 2014, which is available at www.frc.org.uk ___ .
Micro Focus is committed to abiding by the law and maintaining the highest ethical standards in all areas of our work and practice. In particular, the Public Interest Disclosure Act 1998 (“PIDA”) creates a framework for workers who have genuine concerns about certain kinds of malpractice in connection with their workplace. As part of this commitment, we want to encourage Staff Members and Intermediaries to report any malpractice or illegal acts or omissions (whether in the UK or elsewhere) by other Staff Members and Intermediaries. Staff Members should use internal mechanisms for reporting and Intermediaries should contact their Micro Focus contact.
If a Staff Member or Intermediary is aware of suspected or actual examples of malpractice (as defined below) they have an obligation to report it. If a Staff Member or an Intermediary is aware of any circumstances which could lead to malpractice, such as a request received for an illegitimate payment, they must inform Micro Focus about it in accordance with this Policy.
Business Partners are requested to inform the Group Compliance Officer of any suspected or actual examples of malpractice relating to Micro Focus of which they are aware.
What constitutes malpractice?
The following list sets out some examples of malpractice:
- unprofessional treatment of a customer by Staff Members or Intermediaries;
- criminal offences including bribery;
- defrauding any Micro Focus group company (a “company”);
- a failure to comply with any legal or regulatory obligation;
- any abuse or misuse of company inside information including any disclosure and/or dealing in Company shares or options while in possession of company inside information;
- a miscarriage of justice;
- endangering the health and safety of any individual;
- damage to the environment;
- breach of standing financial instructions;
- a breach of the Micro Focus Worldwide Code of Business Conduct and Ethics;
- and deliberate concealment of any of the above.
Personal concerns of Staff Members and Intermediaries
This policy is primarily for concerns where the interests of others or of the Company are at risk. If something is troubling a Staff Member or an Intermediary which they feel the Company should know about or investigate, they should use this procedure. If, however, Staff Members are aggrieved about their own personal position, the Grievance Procedure in the Employee Handbook should be followed.
Protection a whistleblower will get
If a Staff Member or Intermediary raises a genuine concern under this policy, they will not be at risk of losing their job or suffering any form of retribution as a result. Provided the Staff Member or Intermediary is acting in good faith, it would not matter if they were mistaken. Of course, if a Staff Member were maliciously to raise a matter which they knew to be untrue, it would be likely to constitute gross misconduct, and would be dealt with under the Disciplinary Procedure.
Micro Focus will take disciplinary action against any Staff Member or Intermediary who attempts improper retaliation (whether direct or indirect) against anyone speaking up about an instance of malpractice, up to and including termination of employment or engagement.
Whilst we hope this policy gives you the reassurance you need to raise such matters internally, we recognise that there may be circumstances where you can properly report matters to outside bodies, such as the FSA, Inland Revenue and HSE. Usually disclosures to these bodies will also be protected if the worker meets the test for internal disclosure and honestly and reasonably believes the information is substantially true. Wider disclosures, e.g. to the police, media or MPs, are protected if, in addition to the tests for regulatory disclosures, they are reasonable in all the circumstances and they are not made for personal gain. If you have any concerns about protection issues, Public Concern at Work will be able to advise you on your options and on the circumstances in which you may be able to contact an outside body.
We will not tolerate the harassment or victimisation of anyone raising a genuine concern. However, we recognise that Staff Members or Intermediaries may nonetheless want to raise a concern in confidence. We will not disclose a Staff Member or Intermediary's identity without their consent. If a situation arises where we are not able to resolve the concern or take the matter forward without revealing a Staff Member or Intermediary's identity (for example because evidence is needed in court) we will discuss with them whether and how we can proceed. However, if the Staff Member or Intermediary chooses to remain anonymous when they first report the matter, it will be much more difficult for us to look into it, protect the Staff Member or Intermediary's position or give feedback. Accordingly, while we will consider anonymous reports, this policy is not designed for concerns raised anonymously.
How we will deal with matters raised under this policy
Once a Staff Member or Intermediary has told us of their concern, we will look into it to assess initially what action should be taken. This may involve an internal inquiry or a more formal investigation. We will tell the Staff Member or Intermediary who will be handling the matter, how that person can be contacted and whether any further assistance may be required. If the Staff Member or Intermediary requests it, we will write to them summarising their concern and setting out how we propose to handle it or the steps we are taking. However, we may not be able to advise of the precise action we are to take if this infringes a duty of confidence owed by us to someone else.
When the initial concern is raised, we may ask the Staff Member or Intermediary raising it how they think the matter might best be resolved. If they have any personal interest in the matter, we ask that we are told at the outset. If the concern falls more properly within the grievance procedure it will be handled as set out therein.
After Micro Focus conducts an initial assessment, if it believes that there are grounds for further investigation, the Company will take steps to conduct a formal investigation. This may involve obtaining external legal and forensic assistance if required. Micro Focus will ensure that the person investigating the alleged malpractice will be completely independent of the alleged malpractice complained of and will usually be the Compliance Committee/Group Compliance Officer. Micro Focus will consider whether to make disclosures to state/other authorities after completing its investigation.
Staff Members or Intermediaries must co-operate with any investigations of any alleged malpractice.
How to raise a concern
If you have a concern about malpractice, we hope that you will feel able to raise it first with your manager. In the case of an Intermediary, this can be raised first with your Micro Focus contact. This may be done in person or in writing. If in writing, you should state clearly the nature of your concern, the reasons for making the disclosure and the details of the individual or parties under suspicion.
If you feel unable to raise the matter with your manager for any reason, or would prefer to escalate the matter, Staff Members should please raise the concern with the Head of your Department. Intermediaries should raise concerns with the Group Compliance Officer.
If these channels have been followed by Staff Members and Intermediaries and you still have concerns, or if you feel that you cannot discuss the matter with any of the above please contact either the HR Director or the Company Secretary. If you feel that none of these channels are appropriate then please contact the Chairman of the Audit Committee, Richard Atkins at email@example.com.
If you are unsure whether to use this procedure or you want independent advice at any stage, you may wish to contact the independent charity Public Concern at Work on +44 (0)20 7404 6609. Their lawyers can give you free confidential advice at any stage.
If you have any queries about the whistleblowing policy, please contact the Company Secretary.
AUDITOR INDEPENDENCE POLICY
Approved by the Audit Committee on 21st March 2018
Policy and scope
This policy applies to all controlled undertakings, within and outside of the EU, and entities over which the company has significant influence, including material affiliates, joint ventures and pension funds of the Group; and to all situations where we propose to engage with the external auditor for the provision of non-audit services.
This policy is in place to mitigate any risks threatening, or appearing to threaten, the external audit firm’s independence and objectivity arising through the provision of non-audit services, namely services which:
- create conflicts of interest between the external audit firm and the Group;
- result in the external audit firm functioning in the role of management;
- result in a fee which is material relative to the audit fee or to the compensation of the individuals performing the audit;
- place the external audit firm in the position of auditing its own work; or
- place the external audit firm in the position of being an advocate for the Group.
This policy is in line with the recommendations set out in the Financial Reporting Council’s (FRC’s) Guidance on Audit Committees (2016), the requirements of the FRC’s Revised Ethical Standard (2016) and US SEC Independence Regulation S-X on the provision of non-audit services. In line with these recommendations and requirements, an external audit firm is only appointed to perform a service when doing so would be consistent with both the requirements and overarching principles of the Ethical Standard, and when its skills and experience make it the most suitable supplier. In addition, the Ethical Standard requires an assessment of whether it is probable that an objective, reasonable and informed third party would conclude independence is not compromised.
Provision of services
Services available from the auditors are classified into
- audit services,
- audit-related services,
- non-audit services, and
- prohibited services.
Consistent with the general policy outlined above, the External Auditor is permitted to provide the services specified below as audit, audit-related and other non-audit services. The Audit Committee reviews this policy, including the lists of audit-related, tax and other non-audit services annually.
Audit services and the associated consent letter process comprise the work that constitutes the agreed scope of the statutory audit of the Company’s financial statements, the Group consolidated financial statements and the financial statements of any Group company.
Audit-related services comprise the work that is outside the required scope of the statutory audit, but is consistent with the role of the external statutory auditor. This category includes work that is reasonably related to the performance of an audit or review and is a logical extension of the audit or review scope, is of an assurance or compliance nature and is work that the auditors must or are best placed to undertake.
Audit-related services include:
- reporting required by law or regulation to be provided by the External Auditor;
- reviews of interim financial information;
- reporting on regulatory returns;
- reporting to a regulator on client assets;
- reporting on government grants;
- reporting on internal financial controls when required by law or regulation;
- extended audit work that is authorised by those charged with governance performed on financial information and/or financial controls where this work is integrated with the audit work and is performed on the same principal terms and conditions;
- those limited tax services required by law or regulation to be provided by the External Auditor, and therefore deemed to be Audit Related Services.
Such services shall be pre-approved by the Audit Committee, subject to the reporting requirements set out in section 3.0.
Other non-audit services
Other non-audit services comprise work of an advisory nature that does not compromise the independence of the external auditor, where appropriate safeguards have been implemented.
Other non-audit services include:
- Due diligence related to mergers and acquisitions;
- Accounting consultations and audits in connection with acquisitions and disposals of businesses or in relation to proposed transactions;
- Investment circular reporting accountant engagements, including comfort letters and consents in relation to documents issued in connection with securities offerings;
- Employee benefit plan audits;
- Attestation in relation to matters not required by statute or law (e.g. controls reports).
- Consultations concerning financial accounting and reporting standards not relating to the audit of the group, parent or subsidiary undertakings;
- Other reports required by regulators or assurance services relating to regulatory developments;
- Sustainability audits;
- IT security audits (where this does not extend to designing and implementing internal control or risk management procedures).
All assignments involving a fee exceeding USD 250,000 must be tendered and the best supplier chosen as appropriate on each occasion.
Non-audit services falling within this section must be pre-approved by the Audit Committee.
The following non-audit services cannot be provided by the External Auditor.
a) Acting in the role of management, being performing any decision-making, supervisory roles or on-going monitoring functions;
b) Outsourcing services, secondments and loaned staff;
c) The following tax services provided to controlled undertakings, material affiliates and joint ventures domiciled in the EU are prohibited:
a. preparation of tax forms;
b. payroll tax;
c. customs duties;
d. identification of public subsidies and tax incentives unless support from the audit firm in respect of such services is required by law;
e. support regarding tax inspections by tax authorities unless support from the statutory auditor or audit firm in respect of such inspections is required by law;
f. calculation of direct and indirect tax and deferred tax;
g. Provision of tax advic
For all of these services provided to those controlled undertakings, material affiliates or joint ventures outside of the EU, these services are permissible, subject to Audit Committee pre-approval and the following:
a. they have no director, in the view of an objective, reasonable and informed third party, would have an inconsequential effect, separately or in aggregate, on the audited financial statements;
b. the estimation of the effect on the financial statements is comprehensively documented and explained in a report to the audit committee (including consideration of the principles of independence set out in the Ethical Standard), and;
c. for the purposes of the statutory audit of the financial statements the audit firm would not place significant reliance on the work performed by the audit firm in performing these
d) Services that involve playing a part in the management or decision-making of the audited entity;
e) Bookkeeping and preparing accounting records and financial statements;
f) Assisting in the preparation of financial statements;
g) Payroll services;
h) Designing and implementing internal control or risk management procedures related to the preparation and/or control of financial information or designing and implementing financial information technology systems;
i) Valuation services, including valuations performed in connection with actuarial services or litigation support services;
j) Legal services, with respect to:
a. the provision of general counsel;
b. negotiating on behalf of the audit entity;
c. Acting in an advocacy role in the resolution of
k) Services related to the audit entity's internal audit function;
l) Services linked to the financing, capital structure and allocation, and investment strategy of the audited entity, except providing assurance services in relation to the financial statements, such as the issuing of comfort letters in connection with prospectuses issued by the audited entity;
m) Promoting, dealing in, or underwriting shares in the audited entity;
n) Human resources services with respect to:
a. Management in a position to exert significant influence over the preparation of the accounting records or financial statements which are the subject of the statutory audit, where such services involve:
i. searching for or seeking out candidates for such positions; or
ii. undertaking reference checks of candidates for such positions;
b. Structuring the organisation design;
o) Fairness opinions or contribution-in-kind reports;
p) Actuarial services;
q) Broker - dealer services;
r) Corporate secretarial services;
s) Expert services;
t) Forecast and projection services;
u) Tax services to those individuals in a Financial Reporting and Oversight Role (unless those individuals are in a Financial Reporting and Oversight Role solely due to their serving as a member of the board of directors or similar management or governing body);
v) Sell side due diligence;
w) Market research and related activities. In performing market research and related activities, the auditor shall present an objective analysis of findings and not provide any form of assurance on the likelihood of outcomes or feasibility of the company's underlying project or initiative. The company shall be actively involved in the design of the market research activity, including providing its agreement on proposed questions, targeted audience and interview participants;
x) Confidential or aggressive tax transaction services;
y) Sarbanes-Oxley assistance services;
z) Involvement in income tax provisions;
aa) Web hosting services.
Rotation of audit partners
A work plan will be submitted annually to the Audit Committee, identifying the total fees for all audit-related services, tax services and other non-audit services which it is anticipated will be undertaken by the External Auditor in the following year.
The work plan for each year will be updated and submitted to the Audit Committee at the mid-year and year end.
For all of those services proposed that meet the definition of the pre-approved services, the Audit Committee delegates the approval of such services to the Director of Finance (the 'Audit Committee Delegate').
For those services that do not meet the definition of permitted services in the guidance or there is ambiguity as to nature of the services, then the Audit Committee delegate will seek direct pre- approval from the Audit Committee either at the next meeting of the Audit Committee or between meetings by the Audit Committee Chair.
All non-audit services approved between Audit Committee meetings or those looking for pre- approval at the Audit Committee meeting must be reported to the Audit Committee by the Auditor at the next available meeting.
For the avoidance of doubt, all non-audit services must be pre-approved by the Audit Committee or their delegate (the Controller) prior to commencement irrespective of value. It is the responsibility of the Audit Committee delegate to seek approval.
Rotation of key Partners
The Company requires its External Auditor to adhere to a rotation policy that is widely accepted and provides an appropriate balance between effectiveness and efficiency, risk management, independence and credibility. As such,
a) The Group audit engagement partner and the “concurring audit partner of the External Auditor must rotate after a maximum period of five (5) years and may not recommence the provision of any audit or audit-related services to the Company or any Group Company for a further five (5) years. For the purposes of this Policy a “concurring audit partner” is a partner, independent of the audit team, whose role is to perform an objective review of the significant judgments made by the audit team and the related conclusions reached in forming an opinion on the financial statements; and
b) subject to any specific exceptions agreed by the Audit Committee in extenuating circumstances, all other partners, and directors of the External Auditor who are involved in the audit of the Group’s consolidated financial statements or any Group company’s financial statements will, subject to any legal or regulatory requirements, rotate after a maximum period of seven (7) years and may not recommence the provision of any audit or audit- related services to the Company or any Group Company for a further two (2)
Appointment of the auditors
The External Auditor’s appointment will be for a period of one year, from one Annual General Meeting to the next.
The existing External Auditor may be re-appointed on an annual basis up to a maximum term of ten (10) years. This may be extended to a maximum of twenty (20) years provided that a tender process is conducted at the end of this period and for a further two (2) years in exceptional circumstances as determined by the Board and subject at all times to agreement by the Financial Reporting Council.
The Audit Committee is responsible for making recommendations to the Board, for the Board to put to the shareholders for their approval in general meeting, in relation to the appointment, re- appointment and removal of the External Auditors.
In the event that the existing External Auditor is not re-appointed, a tender process will be applied to select the new External Auditor.
Subject to any specific exceptions agreed by the Audit Committee in extenuating circumstances, the Group will not seek to:
a) hire any partner, director or senior manager of the External Auditor who has within the preceding two (2) years been involved in the audit of the Company’s financial statements or the Group consolidated financial statements;
b) hire any partner or director of the External Auditor who has within the preceding two (2) years been involved in the audit of any other Group company’s financial statements.
Subject to any specific exceptions agreed by the Audit Committee in extenuating circumstances, the External Auditor is required not to:
(a) hire any officer, director or senior manager of the Group for involvement in the audit of the Company or the Group within two (2) years after termination of their employment agreement with the Group;
(b) hire any officer, director or senior manager of the Group who has been involved in the management of any other group company for involvement in the audit of that group company within two (2) years after termination of their employment agreement with the Group.
Responsibilities of the auditors
The auditors will maintain a monitoring system that provides reasonable assurance that their independence will not be impaired. The auditors will report annually to the Audit Committee on all aspects concerning independence, including possible conflicts with this policy.
The External Auditor is required to maintain a quality control system that provides reasonable assurance that its independence is not impaired.
The External Auditor is required to report annually to the Audit Committee on all aspects concerning independence, including possible conflicts with this policy and if any, and is required annually to confirm its independence in writing.
The External Auditor is required to report annually to the Audit Committee on its system of audit quality controls in general and, in particular, on the audit quality control measures applicable with regard to the Company and the Group.
Responsibilities of the Audit Committee
The Audit Committee will review the External Auditor’s appointment annually, involving an assessment of the qualification, expertise and resources of the External Auditor, the nature and quality of the services provided and their value for money, and the effectiveness of the audit process. The Audit Committee’s assessment will be informed by a customer satisfaction survey completed by members of the Group’s senior management.
As part of its annual review, the Audit Committee will conduct a formal assessment of the External Auditor’s independence and objectivity and, where appropriate, will address any changes to this Policy and such other steps as it may consider necessary.
The Audit Committee will have oversight of allegations on the improper influence, coercion, manipulation, or purposeful misleading of any accountant engaged in preparing an audit report by any Company or Group company officers, directors, and persons acting under the direction thereof, for the purpose of rendering the Company’s financial statements misleading and will review with the External Auditor any problems encountered in the course of the audit engagement.
In considering whether non-audit services have a direct or not inconsequential effect on the financial statements, the Audit Committee will consider if the level of uncorrected misstatement that is not reported to the audit committee by the external auditors would have a potential impact on the economic decisions that users make on the basis of the financial statements. The estimation of the effect on the audited financial statements will be assessed on a prudent basis taking account of the relevant circumstances.
- When reviewing requests for non-audit services that are not in the ‘prohibited non-audit services’ list (see below), the audit committee will assess:
whether the provision of such services impairs the auditor’s independence or objectivity and any safeguards in place to eliminate or reduce such threats;
- the nature of the non-audit services;
- whether the skills and experience make the auditor the most suitable supplier of the non- audit service;
- the fee to be incurred for non-audit services, both for individual non-audit services and in aggregate, relative to the Group audit fee; and
- The criteria which govern the compensation of the individuals performing the audit
At Micro Focus we take our technology and data security requirements seriously. Our employees are required to conduct themselves and manage personal data in accordance with all applicable Data Protection Regulations.
In order to ensure GDPR compliance, Micro Focus established a dedicated program team which executed a GDPR compliance project over an extended period to address the requirements of the new Regulation.
The program team was comprised of internal and external project managers, IT and legal privacy specialists and included a dedicated, full-time team from Deloitte as well as external UK counsel, Travers Smith. The program team engaged with all functions within Micro Focus to fully implement the compliance program.
Through the GDPR compliance program, Micro Focus has reviewed and improved its processes for managing and protecting data and has established an operational framework to help ensure GDPR compliance when processing personal data.
Micro Focus has sought to ensure this through an extensive range of measures, including:
Updating its privacy policies and statements, and establishing comprehensive Records of Data Processing activities to meet GDPR requirements;
Establishing new processes to ensure privacy by design and privacy by default is taken into account when designing new products and services by ensuing Privacy Impact Assessments are carried out in accordance with legal requirements;
Providing GDPR awareness training to all employees and specialised training for key internal functions, and this is regularly refreshed;
Updated contract terms with Suppliers and Customers to meet GDPR requirements;
Updated processes for facilitating data subject access requests;
Established a cross functional Security Incident Team to quickly respond to data incidents and records of any such incidents are logged in the Records of Processing;
Undertaking an extensive data mapping exercise to identify locations of data processing and third party processors engaged to provide products and services to customers
These activities form part of a comprehensive programme of work designed to ensure compliance going forward, and is regularly monitored.
In addition, Micro Focus has established a Privacy team to coordinate and advise on all aspects of GDPR compliance. For information regarding GDPR compliance at Micro Focus please contact: firstname.lastname@example.org
At Micro Focus, we believe in the importance of ensuring that our business is conducted to the highest of ethical standards.
We also expect our Suppliers to uphold the highest of ethical standards over the course of their business operations by complying with the below standards, or their own equivalent standards suitable for their business, which must be no less stringent than those set out below. Micro Focus Suppliers are responsible for ensuring that their Employees (regular and temporary), officers, directors, agents, independent contractors and sub-contractors comply with the requirements of this Supplier Code of Conduct, or their own equivalent standards, which must be no less stringent than those set out below.
"Supplier" or "Suppliers" means any firm or individual that provides a product or service or undertakes any activity for or on behalf of Micro Focus, either directly or indirectly.
"Employee" means any individual who works for a Supplier, whether under a contract of employment or any other contract (written or oral) where an individual undertakes to do personally any work or services for the Supplier.
Laws And Ethical Standards
Our Suppliers shall comply with all laws applicable to their business and will support the principles of the United Nations Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises, the United Nations Global Compact and the United Nations Guiding Principles on Business and Human Rights, as well as the 1998 International Labour Organisation Declaration on Fundamental Principles and Rights at Work, in accordance with national law and practice.
Anti-Slavery And Human Trafficking
Suppliers shall take all reasonable steps to ensure that slavery, servitude, human trafficking, forced or compulsory labour and/or child labour do not take place in its supply chains or in any part of its business (including making all necessary enquiries with its suppliers and, to the extent reasonable, other parties in the supply chain).
Suppliers shall comply with the Modern Slavery Act 2015 and the commitments in Micro Focus's Modern Slavery Act Statement and Policy, as updated from time to time.
Working Hours And Wages
Suppliers shall follow all applicable local laws and regulations in relation to working hours, and all overtime must be voluntary. The Supplier's employees must be provided with wages that, as a minimum, comply with national laws.
Suppliers shall not discriminate on the basis of race, religion, ethnicity, disability, age, sexual orientation, political affiliation, union membership, gender, marital status or gender identity. Suppliers shall provide a workplace free of inhumane and degrading treatment, including sexual harassment, sexual abuse, corporal punishment, mental, physical or verbal abuses of Employees and with no threats of such treatment.
Anti-Bribery And Corruption
The Supplier must never, directly or through its intermediaries, offer or promise any personal or improper advantage in order to obtain or retain a business or other advantage from a third party. The Supplier must not pay or receive bribes or kickbacks and shall not take any actions to violate, or cause its business partners to violate, any applicable anti-bribery laws and regulations (including the UK Bribery Act and the U.S. Foreign Corrupt Practices Act).
Suppliers must not evade paying tax or knowingly assist others to evade taxes. "Tax evasion” generally refers to the illegal evasion of taxes where individuals or organisations dishonestly or fraudulently under-declare their taxes.
Micro Focus Suppliers must not participate in money laundering and must comply with all applicable laws concerning money laundering and must not acquire, use, convert, conceal or possess the proceeds of crime, help another person to do so, or assist terrorist financing in any way.
Micro Focus Suppliers must have an understanding of the fraud risks in their business area and must not perform or be involved in any form of fraud or fraudulent activity.
Privacy, Technology And Data Protection Laws
Micro Focus Suppliers must comply with all applicable privacy, technology and data protection laws and regulations, including but not limited to national, local and industry/sector specific laws or regulations. In addition, Micro Focus Suppliers shall conduct their operations in a manner that complies with any specific requirements documented or otherwise incorporated into the contract. Confidential and sensitive information and data must be securely stored and not used for any purpose other than as agreed with Micro Focus.
Health & Safety
We expect our Suppliers to strive for the highest standards of occupational health and safety. Suppliers shall comply with all applicable occupational health and safety regulations and provide a work environment that maintains the health of employees and prevents accidents, injuries and work-related illnesses.
Suppliers shall conduct their operations in ways that are environmentally responsible and in compliance with all applicable environmental laws.
Conflicts Of Interest
The Supplier shall report any situation which in relation to its business with Micro Focus appears to be a conflict of interest to Micro Focus and disclose if it becomes aware that any Micro Focus employee or professional under contract with Micro Focus may have a conflicting interest of any kind in the Supplier’s business.
Freedom Of Association And Collective Bargaining
The Supplier shall grant its employees the right to freedom of association and collective bargaining in accordance with all applicable laws and regulations.
Third Party Communication
Suppliers shall communicate the principles stated in this Supplier Code of Conduct and detailed above to their sub-contractors and other business partners who are involved in supplying the products and services to them. Suppliers shall take reasonable steps to ensure such parties adhere to the same standards.
Notification And Investigations
The Supplier shall co-operate fully with Micro Focus in any investigations or reviews relating to compliance with this Supplier Code of Conduct.
The Supplier shall report to Micro Focus any conduct of their employees and representatives, as well as any conduct of Micro Focus' employees and representatives, that is believed to be an actual, apparent or potential violation of this Supplier Code of Conduct or the Micro Focus Code of Conduct. Reports will be handled as confidentially as possible.
If Micro Focus Suppliers or their employees or representatives receive any request from a Micro Focus employee or representative to engage in any such improper or illegal conduct, Micro Focus Suppliers must also report such matter to Micro Focus.
Reports should be made to the relevant Micro Focus representative or to the Legal Team, using the options set out below. All reports will be handled as confidentially as possible.
By email: email@example.com
By post: Micro Focus, Attn: Legal Department, The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN, United Kingdom
Independent Contact Point:
Micro Focus is committed to conducting its business in a manner that delivers industry leading environmental, health and safety performance. Micro Focus recognises its responsibility as a global citizen to deliver on its commitments to responsibly reduce its environmental impact and to provide a safe workplace.
To accomplish this Micro Focus will:
- Strive to meet or exceed all applicable legal requirements
- Encourage conversation of natural resources, pollution prevention and waste reduction in our business operations
- Encourage energy efficiency and the use renewable energy sources to support a reduction in carbon emissions
- Encourage our partners and supplies to conduct their operations in an environmentally responsible manner
- Encourage our employees to seek new and innovative ways to improve the environmental practices of company operations
- Undertake periodic reviews to identify and track progress towards the environmental practices of company operations
- Undertake periodic reviews to identify and tack progress towards achieving prescribed goals for environmental, health and safety performance
- Require partners and suppliers to meet or exceed all health and safety legislations and regulations
- Work with our employees to maintain a safe and healthy work environment
- Be proactive in reducing risks of occupational injury and illness, and actively promote employee health and wellbeing
Each employee has an individual responsibility to understand and support the company’s environmental health and safety policies and to actively participate in programs to ensure these goals and objectives are achieved.
We believe that by working together with our employees , partners, suppliers, government and the communities we work in, we can achieve our objectives and succeed in our goals of being a responsible global corporate citizen.
A message from Stephen Murdoch, Chief Executive Officer
At Micro Focus International plc and its group companies, we are committed to maintaining the highest ethical standards in our business dealings around the world. Our Code of Conduct sets out the standards that guide our business practices and govern our behaviour.
The Board of Directors and I require a culture of integrity and honesty in all our business dealings worldwide. In particular we take a zero-tolerance approach towards dishonesty, bribery or corruption of any type in all parts of our business operations and in every part of the Micro Focus group. We require the same standards from our third party business partners.
It is essential that we work together to address any issues that arise under this Code of Conduct, any related policies or local legal requirements. This includes all of us taking action and reporting what does not seem right.
It is the responsibility of each employee to apply the highest ethical standards in making business decisions including where there is no stated guideline in this Code of Conduct.
Thank you for playing your part in ensuring that Micro Focus maintains its commitment to the highest ethical business conduct and compliance.
Chief Executive Officer
Micro Focus Anti Harassment and Anti Bullying policy (PDF 110 KB)