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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.

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