Code of Ethics and Business Conduct

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
Pets at Home Group Plc

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__________________________________________

Date of Receipt/ Interest Became Known	Name of Employee	Supplier Name/ Relationship to Employee	Description of Gift/Invitation/ Services/Interest	Approximate Value £	Approved Y/N with Date Signed by Line Manager	Logged with Company Secretary Y/N with Date