Corporate governance policy
The Board of Arriva plc is committed to achieving the highest standards of corporate governance and to conducting its operations and corporate activities safely and in accordance with all applicable laws and regulatory obligations. As a UK listed plc this includes compliance with the UK Companies Act, the UK Listing Authority Listing Rules and the Combined Code and acting in accordance with prevailing corporate governance best practice.
The corporate governance of Arriva plc is the responsibility of its Directors, supported by the Company Secretary. All relevant employees, including non-UK resident employees where appropriate, are required to comply with codes of practice issued by the Company Secretary from time to time in relation to good corporate governance. These include the code on dealing in the Company's shares, the rules on dissemination of price sensitive information, the competition legislation compliance programme, and compliance with data protection legislation.
Share Dealing Code
Arriva plc is listed on the London Stock Exchange and as such must
conform to the Listing Rules of the UK Listing Authority. In
accordance with these Rules and the requirements of the Combined
Code, Arriva applies a share dealing code, the terms of which are
no less stringent than the Model Code for Directors' dealings. This
code is designed to ensure that directors and other employees with
access to inside information are not able to benefit from that
information in any transaction they may undertake in the shares of
the Company.
The Dissemination of Price Sensitive Information
(‘PSI’)
Arriva plc pays full regard to its obligations to disclose to the
stock market in an appropriate and timely manner any developments
and other relevant information that may lead to significant
movements in its share price. PSI is any information, which if made
public, would be likely to have a significant impact on the
Company's share price, and Arriva plc is committed to full
compliance with its obligations with regard to the protection and
dissemination of PSI and to ensure that an orderly market in its
shares is maintained. PSI will only be disclosed to those persons
outside the Board who need to know for the purpose of executing
their duties. Individuals to whom PSI is made available will be
advised that the information is PSI and to whom it has been
supplied and will be expected to maintain complete confidentiality
with regard to the material and under no circumstances to disclose
that PSI to any unauthorised person within or outside the Company.
Breaching confidentiality in this regard will constitute gross
misconduct.
Competition
The Board of Arriva plc is committed to ensuring that all companies
in the Group comply with best competition practices and that
commercial strength is not abused so as to gain unfair
advantage.
Each business within the Group will maintain its awareness of competitor activity, but shall operate in a manner which is in accordance with the competition/anti-trust legislation that applies to the jurisdictions that it operates in.
The Group's compliance officer is the Company Secretary. All principal operating companies must appoint a compliance officer; this will normally be the Managing Director. The compliance officer will be responsible for the application of the competition legislation compliance programme within his/her company.
All UK companies must ensure that the Competition Act 1998 compliance programme is rigidly adhered to. Companies outside the UK must ensure that a sufficiently robust and extensive compliance programme is operated and maintained to ensure compliance with local legislation.
Data Protection Policy
The Managing Director of each business is responsible for ensuring
correct registration of data processing and dissemination of data
in accordance with local laws and regulations and for compliance
with prevailing principles of data protection. It is the
responsibility of every manager to ensure that all personal
information in respect of employees, customers and suppliers is
properly maintained and securely stored.
Subsidiary and Associate Companies
Compliance with the corporate governance, legal, regulatory and
statutory obligations of subsidiary companies is the responsibility
of the Directors and Officers of each company, including a
supervisory board and works councils where mandatory or required by
the Company's articles, to be managed in accordance with the
guidelines approved centrally.
In relation to associate companies, the Group will properly exercise the voting rights and any other powers associated with the investment, including Board representation and terms of any shareholder agreements. The Group will exercise its influence to encourage the application of the Corporate Governance Manual, where relevant, to the activities of Associate companies.
