Message from our CEO

For Eaton Towers, cultivating and maintaining the highest ethical values is central to our culture and
the choices we make in our operations. Our reputation and business success is underpinned by our
ability to demonstrate compliance with our core values. The policies we make and follow in our
operations guide our managers and employees and demonstrate our commitment to our core values
in our daily work. We expect our business partners to uphold similar ethical standards to our own.
Together we can nurture a culture of high ethical values across the regions of our operations. Our
Code of Conduct guides us in upholding our core values and demonstrates to our business partners,
our people and the communities where we operate that they can rely on us to maintain high ethical
standards and perform our jobs openly and honestly.
If you have any questions about our Code of Conduct or concerns about misconduct, please raise
them to your management or using one of the confidential channels that are in place.

Terry Rhodes
Group CEO
Eaton Towers Limited



Eaton Towers Core Values

Integrity – we should always do the right thing. We respect others and we do business in a
transparent way
Responsibility – we are all responsible for our own actions and the impact they many have on
others. Does your action reflect well on our company, our customers or suppliers, shareholders or
fellow employees or the communities where we operate?
Quality – we aim to provide the best quality services to our customers building our reputation for
best in class standards of performance, safety and security

1. Our Code of Conduct

This code of conduct (the Code) applies to everyone who works on behalf of Eaton Towers, including
our directors, officers, employees, temporary workers, contractors and seconded staff. It applies to
Eaton Towers Limited and all its subsidiaries (the Company).
Any questions on the scope or application of our Code and the policies referred to in it should be
directed to our Compliance Officer. The identity of our Compliance officer can be found on the
Eaton Towers website.

We must all:

  • read, understand and abide by the Code;
  • accept responsibility for promoting our core values and complying with the Code;
  • act with honesty, integrity and exercise good judgment in performing our duties;
  • take part in appropriate training that explains what the Code means and how it applies
    to our daily work;
  • ask for advice from the appropriate person if we are not sure whether our activities or
    those of others are in line with the Code and our core values; and
  • be watchful for any unethical or illegal activities in connection with Eaton Towers'

Our managers are expected to lead by example and to be models of good ethical behaviour. They
need to ensure that employees and other staff receive appropriate training, understand the Code
and nurture a culture of promoting our core values.
If you become aware that any of our people or business partners has breached this Code, you should
tell your line manager, the Eaton Towers’ Compliance Officer or the legal team in the territory where
you are located, who can investigate and take action. Eaton Towers will not tolerate retaliation
against anyone for raising concerns in good faith about a suspected breach of this Code. A person
who raises a concern in good faith is often referred to as a “Whistleblower”. Eaton Towers
Whistleblowing Policy contains detailed guidance and protections for Whistleblowers and sets out
the procedures which Eaton Towers will follow if a concern is raised by a Whistleblower.
If you do not feel able to tell others of your suspicions you can use the Eaton Towers Ethics Hotline.
The Ethics Hotline is 100% confidential and is manned 24 hours a day, seven days a week by an
independent service provider.

Hotline:Numbers can be accessed by clicking here
Eaton Towers takes failure to comply with the Code seriously. It will discipline employees, up to and
including dismissal, for breaches of the Code. If failure to follow the Code also involves a crime, an
employee may be prosecuted.

2. Transparency in our financial books and records

All Eaton Towers transactions must be appropriately authorised and correctly, accurately honestly
and promptly recorded to comply with recognised reporting standards, applicable laws, applicable
accounting principles and company policies. Company records are critical in meeting our financial,
legal and management obligations. Transaction records may include customer invoices, purchase
orders, shipping records, expense vouchers, time sheets and other business-related information.

We must always:

  • obtain approval for any transaction from a person with the right level of authority;
  • keep truthful and accurate books, records and files showing all Eaton Towers transactions;
  • refuse to do any action which may lead to Eaton Towers’ books and records being incorrect or
    misleading; and
  • always comply with our internal controls for record keeping, financial controls and reporting.

3. Counterparty Due Diligence and Suspicious Transactions

All Eaton Towers transactions, including those with customers, suppliers, agents, intermediaries and
any other counterparties, must be lawful. Eaton Towers must identify counterparties to every

We all must:

  • conduct appropriate due diligence on all counterparties before entering into business with
  • obtain enough information about a counterparty to know their true nature and identity,
    including information on substantial owners, beneficial owners and individual shareholders;
  • only enter into a business relationship if it complies with the Code and all other Eaton
    Towers procedures, and only if you are authorised by Eaton Towers’ procedures on signing
  • pay counterparties only in their own name, in the country where the goods or services
    were provided or where the counterparty has its legal or main place of business;
  • never enter into any business relationship contrary to the Code or disguise the true nature
    of the relationship or the counterparty;
  • be vigilant as to the possibility that any laws including sanctions, anti-money laundering and
    anti-bribery are being breached or circumvented;
  • satisfy ourselves as to the genuine nature of all transactions; and
  • take part in training on Eaton Towers policies on compliance with sanctions, anti-money
    laundering and anti-bribery laws and report any suspicions of breach.

Link: Eaton Towers’ Anti-Bribery and Corruption Policy
Link: Sanctions Policy
Our Anti-Money Laundering Policy is an internal policy accessible by our employees and associated

4. Personal Conflicts and Outside Interests

We have a duty to avoid any situation where our personal interests may conflict with the best
interests of Eaton Towers. Conflicts also arise if we take advantage of our position with Eaton
Towers for personal benefit, or for the benefit of a friend or relative. Giving and receiving gifts and
hospitality can also create a conflict if it is not for a clear business purpose.

We must:

  • not have additional employment, or business interest, where doing this would create an
    actual or perceived conflict of interest (for example, employment with a competitor,
    customer or supplier);
  • not improperly use our position or Eaton Towers’ confidential information for personal gain
    or benefit for ourselves or for family members or close associates;
  • comply with Eaton Towers’ policy on gifts and hospitality;
  • not be in a position of influence regarding the employment of a family member, other than
    in exceptional circumstances and subject to approval; and
  • promptly report any actual or potential conflict of interest to their line manager.

5. Contributions by Eaton Towers (Political and Non-Political)

Eaton Towers does not make political contributions. As a stakeholder in local communities where
we operate, Eaton Towers may make donations and contributions to charities or social programmes.

We must:

  • not use our job with Eaton Towers to try to influence anyone to make political contributions
    or provide support to any political parties or politicians;
  • not offer, use or permit Eaton Towers’ property to be used for political purposes;
  • ensure that any political opinions expressed are clearly stated to be personal and not those
    of the Company; and
  • obtain the necessary internal approvals for any charitable or social contributions or
    donations by the Company.

For further guidance, please see Eaton Towers’ Anti-Bribery and Corruption Policy.

6. Anti-Bribery and Anti-Corruption

Eaton Towers is opposed to all forms of bribery and corruption. The offering or accepting of bribes,
kickbacks, facilitation or other inappropriate or unlawful payments to or from anyone is strictly
against Eaton Towers’ policies. Bribery is illegal in all Eaton Towers countries of operation and under
the U.K. Bribery Act and the U.S. Foreign Corrupt Practices Act which apply to the activities of Eaton
Towers anywhere in the world.

For further guidance, please see Eaton Towers’ Anti-Bribery and Corruption Policy.

We must:

  • not under any circumstances, offer, accept, solicit or pay bribes, make facilitation
    payments or offer any benefit in kind;
  • seek appropriate approval for any engagement with government officials;
  • seek approval from the Chief Legal Officer and Compliance Officer in advance of offering
    any gift or hospitality to a government official;
  • seek approval of our line manager before entering into any engagement with or
    transaction connected with government entities or officials; the line manager must seek
    prior approval from the Chief Legal Officer via their local legal team;
  • comply with Eaton Towers’ Anti-Bribery and Corruption Policy at all times and
    participate in periodic training on this policy when requested;
  • report any concerns regarding inappropriate payments/benefits to their line manager,
    the General Counsel or the Eaton Towers’ Compliance Officer;
  • assess the suitability of any potential counterparty, or regarding their likelihood of
    compliance with Eaton Towers’ Anti-Bribery and Corruption Policy; and
  • ensure that business counterparties agree to comply with Eaton Towers Anti-Bribery and
    Corruption Policy or confirm that they have equivalent policies.

7. Business Gifts and Hospitality

We must not offer or accept personal gifts, hospitality or services from any person or organisation
with which Eaton Towers does business which are inappropriate, of more than a reasonable value or
which may cause any person to improperly perform their duties.


further guidance, please consult Eaton Towers’ Anti-Bribery and Corruption Policy.

We must ensure:

  • the reason for the gift or entertainment is appropriate to both the circumstances and the
    business relationship;
  • the gift is for a legitimate Eaton Towers-related business purpose;
  • the gift is not cash;
  • the exchange of gifts or entertainment is infrequent and unsolicited;
  • the receipt of the gift or entertainment will not influence our decision making on behalf of
    Eaton Towers;
  • the gift does not create a conflict of interest;
  • the gift or entertainment is in line with the gifts policy of the receiving person’s
    organisation; and
  • the gift or entertainment is appropriately recorded in the Eaton Towers gifts register.

8. Confidentiality, inside information and public communications

We must have clear consistent communications with the public regarding Eaton Towers financial
status, goals and condition.

We must:

  •  not disclose confidential information or price sensitive/commercial information outside the
    Company except as required by law;
  • rigorously apply the Eaton Towers rules and policies on price sensitive information and
    disclosure including appropriately restricting the people who have access to information
    which would be deemed inside information;
  • exercise care with confidential information. Confidential information must be stored safely
    and securely and not left where it may be stolen or damaged (e.g. in an Employee’s
    vehicle); this includes information about our customers, suppliers and our people as well as
    our business;
  • never have conversations in public places about confidential information or view
    confidential information where the content can be heard or seen by others; and
  • never make public statements about Eaton Towers unless authorised within the proper
    channels established by our policies.

If you are concerned that our rules to protect confidential or price sensitive information may have
been breached, please speak to Eaton Towers’ Compliance Officer immediately. Our internal
Disclosure Policy deals with the identification of inside information and compliance with the rules
relating to its control and disclosure.

9. Competition

In pursuing its business objectives, Eaton Towers will compete fairly and in accordance with the
relevant laws and regulations governing competition. Our business strategies must always comply
with applicable competition laws and regulations.

We must:

  • speak to the Chief Legal Officer before discussing bidding, tendering, pricing, details of
    customers and suppliers, or marketing and production goals with external parties who are
    not approved contractual partners;
  • never engage in discussions with competition regulators without the approval of the Chief
    Legal Officer;
  • not propose or enter into agreements or understandings (express or implied) with any
    competitor about price fixing (including sharing or agreeing commercially sensitive
    information such as credit terms and terms of sale), bidding or pitching, sales territories,
    treatment of suppliers or customers, market sharing (including sharing of customers or
    territories), or exclusivity undertakings for the purchase of products or services; and
  •  read and understand any policy that Eaton Towers produces in relation to Competition Law.

10. International Trade, Export Controls, Sanctions

Eaton Towers must comply with applicable international trade laws on export control and with all
applicable sanctions laws and rules (financial, political or otherwise). Eaton Towers will not do
business with people or companies or in any territories which are on any applicable sanctions list.
The nature of Eaton Towers operations means that we do not export products in the normal course
of our business. If we did, then additional checks would be implemented to ensure we comply with
all export restrictions.

We must:

  • ensure records of Eaton Towers imports are accurate and compliance with export control
    regulations. We must not disguise the origin of products;
  • be aware of the legal obligations of Eaton Towers and any additional standards, policies or
    procedures Eaton Towers has adopted, especially if we deal with suppliers or customers or
    if we manage anyone with such a role;
  • ensure proper checks are carried out on any proposed counterparty to ensure that the
    person or company is not (and has not been) on any applicable sanctions or suspect
    persons list; and
  • obtain satisfactory assurances from our business partners and counterparties that they
    have appropriate controls in place to comply with applicable sanctions.

11. Legal and Regulatory Compliance

Eaton Towers must operate in full compliance with all laws and regulations including permit
requirements that apply in any of the territories in which we do business. These laws are often
complex, can vary between jurisdictions and change from time to time.

We must:

  • speak to our line manager or our local legal team if we have any concerns regarding legal
  • ensure that operations for which we have oversight are in compliance with the terms of
    their licences; and
  • ensure that appropriate steps are taken to obtain all relevant permits and government
    authorisations and to secure any renewals as and when required

12. Environment, Health and Safety

Eaton Towers strives to provide a safe, secure and healthy working environment for its people and
business partners always taking into account the welfare of local communities and protecting the
environment. Eaton Towers is committed to ensuring a safe and healthy environment where all
appropriate precautions are taken to minimize risk and to reduce accidental injury, damage and loss.
We take all reasonable steps to ensure we comply fully with all health and safety and environmental
laws and regulations in the locations of our operations. We require our business partners to comply
with our health and safety and environmental policies.

We must:

  • take responsibility for reading, understanding and following at all times the Eaton Towers
    safety rules which are relevant to our roles with Eaton Towers;
  • take part in all health and safety and environmental policy training required by Eaton
    Towers for our jobs;
  • use all necessary protective clothing and equipment and operate machinery safely, sensibly
    and following manufacturers’ and Eaton Towers guidelines;
  • never carry out any task which poses a health and safety risk for which we are not trained,
    medically fit or sufficiently alert;
  • immediately tell managers about any situation which involves or could involve a health and
    safety risk;
  • report any health and safety or environmental incident through the designated channel as
    soon as possible; and
  • never attend work under the influence of alcohol or drugs.

13. Information Technology and Intellectual Property

We will always respect the copyrights, patents and licences of others including our customers,
competitors and suppliers.
We will not disclose personal data in breach of any applicable data protection legislation. Personal
data must be appropriately stored and safeguarded.
We will only use information technology including the internet for appropriate business purposes.

14. Diversity and respect

Fair treatment for all our people is central to our commitment to integrity. We embrace diversity
and we are committed to ensuring no-one is disadvantaged by reason of gender, race, colour,
marital status, ethnic origin, disability, religion, sexual orientation or age. Eaton Towers does not
tolerate the use of forced labour or exploitation of child labour and we expect our business partners
to uphold the same standards.

We must:

  • ensure decisions relating to hiring, training, promotion, discipline, appraisals, remuneration
    and termination of employment are based on merit, qualifications and job specifications;
  • respect individual differences. Do not harass or violate the dignity of another person;
  • report any harassment, bullying or discriminatory behaviour to the relevant line manager
    [or local Human Resources representative]; and
  • be thoughtful about our behaviour, the things we say and our actions and be careful to
    avoid offending or intimidating others.

15. Safeguarding Eaton Towers Assets

Eaton Towers entrusts its people on a daily basis with its physical property and its proprietary and
confidential information. Our people are required to safeguard our property, to protect it from theft
and damage and only to use it for the legitimate business of Eaton Towers.
Eaton Towers’ proprietary and confidential information must be protected at all times with
appropriate safeguards so we can ensure it is kept confidential.
Examples of confidential and proprietary information include business plans, supplier and customer
information, pricing structures, costs, profits and other financial information and business practices
and patterns.

We must:

  • take all reasonable precautions to keep safe all Eaton Towers’ physical assets including
    vehicles, tools and site equipment;
  • protect Eaton Towers’ proprietary and confidential information and ensure it is shared
    only with those of our people whose jobs require them to have access to it; and
  • never use Eaton Towers; physical assets or proprietary or confidential information for
    personal benefit or the benefit of family and associates.

16. Whistleblowing

Internal reporting of suspected illegal or unethical conduct by or within Eaton Towers is critical to
fulfil Eaton Towers’ commitment to conducting its business with integrity. Anyone working on behalf
of Eaton Towers must report suspected illegal or unethical conduct. Whistleblowers who raise
concerns can be assured of confidentiality and protection from any form of retaliation or
harassment where their concerns are raised in good faith.

We must:

  • report suspected illegal or unethical conduct;
  • report any concerns in good faith providing all relevant information;
  • address any reports of illegal or unethical conduct using the Eaton Towers’ designated
  • ensure that whistleblowers’ rights to anonymity and confidentiality are properly
    safeguarded; and
  • ensure that Eaton Towers’ policy of non-retaliation against whistleblowers is rigorously
    enforced at all times.

Click here to be taken to the ethicspot website where you can make an anonymous and confidential report.

Anyone who has any concerns or suspicions regarding a breach of the Code working for or on behalf
of Eaton Towers should raise these matters with their line manager, a higher level of management
within their business unit, the Compliance Officer or the Chief Legal Officer. Whatever the issue,
speak to someone about it. If, for any reason, you feel unable to talk to these people, you may call
the Eaton Towers external ethics hotline or make report online

[The ethics hotline is completely confidential and is staffed 24 hours a day, seven days a week by an
independent service provider. It can be contacted by telephone or by email and reports can be made
to the hotline anonymously.]

Eaton Towers does not tolerate any harassment or victimisation (including informal pressures or any
way of disadvantaging any individual) and will take appropriate action to protect anyone who raises
a concern in good faith. If anyone tries to discourage an individual from coming forward to express a
concern, it will be treated as a violation of the Code of Conduct and of this policy, and as a
disciplinary offence.