Reynolds SoBC Interior - Message from David Waterfield - BAT Standards of Business

Message from David Waterfield

Consumers choose us for our great products, brands they can trust, and an organization they can believe in. As a leader in our industry, we have a responsibility to be principled and transparent, with our regulators, our partners, our consumers, as well as the communities within which we operate. Our Standards of Business Conduct (SoBC) helps to guide us and set out what we expect of ourselves and our colleagues.

As CEO, I expect that all Employees of Reynolds American Inc. and its subsidiaries (Reynolds) champion the highest ethical standards – which are articulated in our Reynolds American group Standards of Business Conduct (SoBC).

Employees of Reynolds are encouraged to speak up and raise concerns about wrongdoing without fear or reprisals, and should feel confident that they will be supported, and that their voice will be heard.

In addition to the SoBC, this document includes links to information regarding the Speak Up hotline and portal – an employee resource to report violations of the SoBC with the option to remain anonymous.

Delivering business results responsibly, in compliance with laws and regulations, and treating each other and our stakeholders with respect, is nonnegotiable. Reynolds American and its subsidiaries will maintain an unwavering commitment to integrity as we work together to transform our business and build A Better Tomorrow™.

David Waterfield

President and CEO of Reynolds American Inc.
January 2024

Message from David Waterfield

Glossary

Close Relative

means spouses, partners, children, parents, siblings, nephews, nieces, aunts, uncles, grandparents, grandchildren and cousins (including where arising by marriage, such as mother-in-law or son-in-law). Close Relative also means any person in the Employee’s household.
Collusion

any arrangement with competitors that could restrict, or aims to restrict, competition. It includes formal and informal agreements whether direct or brokered by a third party, understandings, exchanging commercially sensitive information (directly or indirectly) and decisions/recommendations of trade associations.
Community Investments

voluntary activities beyond our commercial and core business activities and our legal obligations, that contribute to the economic, social and environmental sustainability of the countries and communities in which we operate. These investments address a wide range of issues and causes in the communities where we operate, often involving charities, non-government organisations (NGOs) and ‘civil society’, and include expenditure on community projects or charitable contributions, in-kind donations, and Employee volunteering.
Dealing

is widely defined in the Code for Share Dealing and includes any sale, purchase, or transfer (including by way of gift), as well as spread bets, contracts for difference or other derivatives involving Securities, directly or indirectly, whether on your own or someone else’s behalf.
Employees

includes, where the context admits, directors, officers, and permanent Employees of Group Companies.
Entertainment

‘Entertainment’ includes any form of virtual or face-to-face hospitality, such as food or drink, attendance at any cultural or sporting events, travel or accommodation offered or given to or received from a person or entity outside of BAT.
G&E

means Gifts and/or Entertainment.
G&E Tracker

an automated prior approval and record-keeping solution, which is mandatory for Public Official and Private Sector Stakeholder G&E above the Threshold.
Gifts

includes anything of value, even if the monetary value cannot be easily ascertained, offered or given to, or received from a person or entity outside of BAT that is not Entertainment.
Group Company

means any company in the British American Tobacco Group.
Group and BAT

means British American Tobacco p.l.c. and all of its subsidiaries.
Improper Conduct

means performing (or not performing) a business activity or public function in breach of an expectation that it will be performed in good faith, impartially or in line with a duty of trust.
Inside Information

in relation to BAT p.l.c. is information of a precise nature, which is not generally available; relates directly or indirectly to BAT p.l.c. or to its shares or other Securities; and would, if generally available, be likely to have a significant effect on the price of BAT p.l.c.’s shares or other Securities, or related investments.
Instant Messaging

means any form of instant or temporary messaging between communication devices using third-party applications (including social media direct messaging functionalities) where messages do not facilitate Group records and information management capabilities.
M&A Transactions Compliance Procedure

means the Group Mergers and Acquisitions Transactions Compliance Procedure.
Market Abuse

means conduct which harms the integrity of financial markets and public confidence in Securities and derivatives.
Private Sector stakeholder

shall mean all other entities and individuals excluding Public Officials.
Public Official

includes anyone employed by or acting for any government or public body/agency, or anyone performing a public function. This includes, for example, people working for a national, regional or local government or a public department or agency (such as an official within a government ministry, the military or police); people holding a public position; employees of state-owned or state-controlled enterprises (e.g. a state-owned tobacco company); employees of public international organisations, such as the United Nations; officials of a political party; candidates for public office; any member of a royal family; and magistrates and judges.
Record

information in any media created or received by an individual in the course of business regardless of its location or physical form.
References to ‘laws’

includes all applicable national and supra-national law and regulations.
Sanctioned Party

is an individual or entity with whom business is restricted or prohibited under the sanctions regimes implemented and/or enforced by the UN, US, EU, UK and other international organisations and national governments, which includes but is not limited to individuals or entities residing or located in, or organised under the laws of, a Sanctioned Territory, identified on sanctions lists maintained by the foregoing jurisdictions or who are otherwise the subject or target of sanctions.
Sanctioned Territory

includes territories subject to comprehensive or broad territory-wide sanctions imposed by the UN, US, EU, UK and/or other international organizations or national governments.
Securities

is widely defined in the Code for Share Dealing and includes shares (including American Depository Receipts), options, futures and any other type of derivative contract, debts, units in collective investment undertakings (e.g. funds), financial contracts for difference, bonds, notes or any other investments whose value is determined by the price of such Securities.
SoBC Portal

the platform for capturing, maintaining, and managing the disclosure of conflicts of interest.
Standards and SoBC

can mean the Group Standards set out in this document and/or Standards adopted locally by a Group Company.
Suppliers

means any third party that supplies or provides direct product materials or indirect goods or services to any BAT Group company, including consultants, independent contractors, agents, manufacturers, primary producers, sub-contractors, distributors, and wholesalers.
Tax

all forms of direct and indirect taxes, including corporate and personal income taxes, social security contributions, customs and excise duties, VAT and sales taxes, and any other form of taxes.
The Company

means British American Tobacco p.l.c.
Third Party AFC Procedure

means the Group Third-Party Anti-Financial Crime Procedure.
Third-Party Communications Applications

means any form of communications (e.g., email, voice memos, chats or text messages) using third-party applications (including social media applications that have direct messaging functionalities) where such communications cannot be retained or accessed per the Group Records & Information Management Procedure. This includes but is not limited to applications such as WhatsApp, WeChat, Facebook, Facebook Messenger, Instagram, iMessage, SMS text messages, Gmail, Yahoo, Hotmail, Telegram, Viber, Signal, and any other similar applications.
Threshold
in relation to G&E offered, given or received, means:
- Public Officials: above £20 – prior approval must be obtained via the G&E Tracker
- Private Sector Stakeholders: G&E above £20 to £200 must be recorded in the G&E Tracker. Above £200 – prior approval must be obtained via the G&E Tracker
Group Companies should provide guidance on what is modest and lawful in their markets, not exceeding these amounts and reflecting local purchasing power and regulations.