When first joining BAT, or as soon as a conflict arises, you must disclose the conflict in the SoBC Portal . If you do not have access to the SoBC Portal, you should disclose the situation to your line manager.

If you’re not sure if a conflict exists, you should disclose it anyway. The appearance of a conflict of interest can create concerns, even where a conflict may not exist. You should err on the side of disclosure, so that higher management are made aware of the situation.

Following disclosure, your line manager will assess if there is any potential risk to BAT associated with the conflict, and if any steps may need to be taken to manage or mitigate any risk. In some instances, any risk to BAT’s interests may be so remote that no steps need to be taken.

However, if BAT’s interests could be negatively impacted by the conflict, conditions may need to be applied. This could include changes to your role or reporting line or your account responsibilities, or a requirement that you abstain from dealings with a particular customer or Supplier, or that you not have a supervisory relationship with a BAT Employee.

If you are a line manager, and you are unsure whether the declared interest presents any risk, or requires conditions to mitigate it, you should read Conflicts of Interest: A Guide for Line Managers, and if you are still unsure, seek advice from higher management or your local Legal Counsel.

Directors of Group Companies must disclose conflicts to, and seek formal approval from, the Board of the Company at its next meeting.

We must also regularly review and update any disclosed conflicts and required mitigating conditions.

Managers should ensure that any conflicts of interest disclosed to them are entered into the SoBC Portal or, where Employees do not have access to the SoBC Portal, notified to their local Legal Counsel or Company Secretary.

What follows are some of the more common types of conflicts of interest. Other situations could also create conflicts of interest. If you have any questions about whether your particular situation creates a conflict of interest, please talk with your line manager or Legal Counsel.

Working with Close Relative can create conflicts of interest, whether the Close Relative is also an Employee of the Group, works for one of our competitors or business partners, or is a Public Official who could impact BAT’s business.

You must disclose if you have any Close Relatives working in the Group. Intimate relationships with others who work at BAT can also lead to a conflict of interest, or the appearance of one. If you are in such a situation, you should disclose the relationship.

In the course of your work, you should not have the ability to hire, supervise, affect terms and conditions of employment or influence the management of Close Relatives or those with whom you are in an intimate relationship. It is not acceptable for a line manager and a report to be Close Relatives, or in an intimate relationship. Your manager will inform you of the mitigation steps for your particular situation.

You must also disclose if you are in an intimate relationship with, or have any Close Relatives who, to the best of your knowledge, work or perform services for, or have a material financial interest in, or hold a senior position in, any competitor, Supplier, customer, Community Investments, or other business or organisation with which the Group has significant dealings.

If you have business involvement with a Close Relative at a customer, Supplier or Community Investments, or with any business or Community Investments in which your Close Relative holds a material financial interest or senior position, management may need to make changes to your role or account responsibilities.

You must also disclose if you have any Close Relatives who are Public Officials, and if they occupy a role in which they could have an influence on BAT’s business.

It is not necessary for the individual in question to be a high-ranking decision maker. You should disclose if the Public Official has a role in which they could have an influence on BAT’s business (this would normally exclude, for example, a school teacher, prison guard, fireman or a nurse employed by the state). If you are in any doubt as to whether disclosure is necessary, please consult with your local Legal Counsel.

You must disclose, for yourself and for any Close Relatives living in your household:

• all financial interests in a competitor; and
• any financial interest in a Supplier or customer if you have any involvement in the Group’s dealing with that Supplier or customer or supervise anyone who does.

You do not need to disclose publicly traded mutual funds, index funds and similar pooled investments, where you have no say in what investments are included.

‘Material financial interest’ means any financial interest that may, or may appear to in the Group Company’s opinion, influence your judgment.

You must not hold material financial interests in:

• a Supplier or customer if you have any involvement in the Group’s dealings with that Supplier or customer, or supervise anyone who does; or
• a competitor of the Group, or any business conducting activities against the Group’s interests.

You may be permitted to retain a material financial interest in a competitor, provided that you acquired it before joining the Group, disclosed it in writing to your employing company prior to your appointment, and your employing company has not objected. Prior ownership of such an interest by a director of a Group Company must be reported to its board and minuted at the next board meeting.

If in any doubt, seek further guidance from your local Legal Counsel.

You must not work for or on behalf of a third party without first disclosing your intention to do so and obtaining written approval from line management.

If you are a full-time Employee, such work must not take a significant amount of time, should not be in agreed working hours, and should not impact your performance or in any way interfere with your duties and responsibility to the Group Company.

Some situations are never permissible. For example, you may not work for a competitor of any Group Company or a customer or Supplier you deal with in the course of your work.

‘Working for or on behalf of a third party’ means taking on a second job, serving as a director or consultant, or otherwise performing services for any organisation outside the Group (including charitable or not-for-profit organisations). It does not include unpaid voluntary work you may carry out in your own time, as long as this does not interfere with your duties and responsibilities to the Group.

While these examples set out the most common types of conflicts of interest, conflicts can arise in a variety of other situations. For example, a conflict can arise when Community Investments (including charitable contributions) are made by the Group to an organisation with which you have close ties, or when you seek to take business opportunities for your own personal benefit, which you became aware of through your work for BAT.

The key question to ask is whether your personal interests or those of a Close Relative could conflict with your duty to act in BAT’s best interests. If your judgment or decision-making on behalf of BAT could be impacted by the personal interest, you should disclose the interest.