Anti-Bribery Policy – Training

Our compliance programme

• The UK Bribery Act came into force on 1 July 2011. It introduces a new corporate offence of failure to prevent a bribe being paid on a corporation’s behalf. It is imperative that companies establish adequate procedures to prevent bribery. As part of that process all employees are required to undertake this online anti-bribery training.

• You may already be familiar with the anti-bribery policy which was put on Horizon in August 2011. The policy is repeated here and is followed by 15 multiple choice questions split into three sections.

• Please answer all questions and click on ‘Submit Answers’ at the end of each section, at which point the answers (with explanations) will appear. At the end of the fifteen questions you will then be able to view a results summary and you will be given a percentage score. The pass rate has been set at 80%. A score of less than 80% will highlight areas where you may require further training.

• ISG has a strict zero tolerance policy towards bribery and corruption by anyone at any level within its business. Your cooperation in completing this training is appreciated.

David LawtherChief Executive

INTERIOR SERVICES GROUP PLC ANTI-BRIBERY POLICY

Interior Services Group plc Anti-Bribery Policy

Why anti-corruption compliance is so important: a message from the Chief Executive

• ISG is one of the largest providers of new build, fit out and refurbishment services to the commercial and public sector. The business operates throughout the UK and internationally.

• On 8 April 2010, the UK Bribery Act (the “Act”) was passed into law in the UK with the new legislation coming in to force on 1 July 2011. The Act introduces a new corporate offence of failure to prevent a bribe being paid on a corporation’s behalf. However, it also provides a statutory defence if a commercial organisation can demonstrate that it has in place “adequate procedures” designed to prevent persons associated with it from committing bribery.

• Corrupt acts are wrong, they expose ISG and its employees to the risk of prosecution, fines, debarment from tendering for business and other penalties, as well as damaging the company’s reputation and increasing the cost of doing business. Individuals may also be imprisoned. Not only is bribery and corruption a criminal offence in most countries in which ISG operates, such practices are extremely damaging to the strength of our brands and reputation.

• One of ISG’s core values is "acting responsibly and safely"; to live this value we are committed to fair and lawful business practices. We need to ensure that high standards are maintained at all times. We are implementing this policy to help achieve this and prevent the risk of bribery and corruption within the company and among any of its customers, suppliers and partners.

• ISG has a strict zero tolerance policy towards bribery and corruption by anyone at any level within its business. ISG’s policy is that it is better not to do business at all than to risk doing corrupt business.

• Compliance with the Anti-Bribery Policy (the “Policy”) needs to be global; employees and business partners wherever they work within our business are expected and required to comply with this Policy.

• None of the above means that we cannot entertain our customers, suppliers and partners to get to know them better in the ordinary course of business. It means that entertainment needs to be appropriate and relevant. As the Justice Secretary, Ken Clarke, states in the foreword to the Ministry Of Justice guidance notes, 'no one wants to stop firms getting to know their clients by taking them to events like Wimbledon or the Grand Prix'.

• Similarly gifts may still be given or received where custom dictates, however they should be at an appropriate level. When giving or receiving gifts or entertainment, we have to ensure that it is done without the intention of the recipient then being subjected to improper influence by a provider. If in doubt, consider how you and ISG would feel if the transaction was made public – would there be any appearance of wrongdoing?

• You should contact the Company Secretary if you have any questions about this Policy. Furthermore, if you have any concerns relating to bribery issues which you wish to discuss with me directly, please feel free to contact me.

David Lawther Date: 1 July 2011Chief Executive

1. Purpose of this Policy1.1 ISG’s zero tolerance policy in relation to bribery and corruption is embedded in its commitment to operate and to carry

out business in an open, honest and fair manner. 1.2 The purpose of this Policy is to set standards of behaviour that are intended to stop ISG being involved in corruption

and bribery. The principles underpinning this Policy are the same in every country in the world in which we operate, regardless of business sector, local customs and practices.

1.3 ISG can still be liable in the UK for the acts of anyone performing services for or on behalf of ISG who commits an offence of bribery outside of the UK. This is regardless of local laws under which the offence took place and even though the act may not be an offence in the country in which it is committed. In addition, any UK citizen and all persons resident in the UK who commit an offence of bribery outside the UK can still be prosecuted in the UK.

1.4 Everyone who is employed by, or performing services for or on behalf of, ISG anywhere in the world in any capacity, (“Employees”), including agency workers and contractors are bound by this Policy. Intermediaries and other business partners are expected to act ethically and should be required to comply with this Policy in all their dealings with or for ISG.

1.5 This Policy should help you to:

1.5.1 understand what bribery and corruption are (it is not just payments of cash in brown envelopes and can include behaviour, gifts or benefits that you may not previously thought of as improper);

1.5.2 identify typical situations in the course of your work which may be “red flags” that should alert you to the risk that bribery and corruption may be taking place;

1.5.3 decide what to do in the event that you are concerned that bribery and corruption may be taking place.

1.6 ISG must comply with the laws of every country where it operates. Compliance can only be achieved with the active cooperation of everyone associated with ISG. Therefore, everyone employed by or performing services for ISG in any capacity is responsible for ensuring that they (and those reporting to them) comply with the law at all times.

1.7 It is vital that Employees familiarise themselves with this Policy and take part in any training provided. This means:

1.7.1 reading, understanding and complying with this Policy;

1.7.2 attending all related and relevant training;

1.7.3 seeking advice from your line manager or the Company Secretary if you are unsure about your obligations or any action you may need to take to comply with the Policy;

1.7.4 reporting any activity which you suspect infringes the Policy, whether or not the activity takes place within your own sphere of operation.

1.8 The prevention, detection and reporting of suspected bribery and corruption is the responsibility of all of those to whom this Policy applies. Any issues or suspicions should be reported through the ISG Whistle-blowing Policy. This will be done on a confidential basis.

1.9 Should you fail to comply with this Policy, it will be treated as a serious disciplinary offence, and may result in reprimand, suspension and/or summary dismissal for gross misconduct. Complying with the Policy will not only protect you but is essential to protect ISG from potentially unlimited fines and significant reputational damage.

2. What is bribery and corruption?

There are various definitions in law of bribery and corruption but, broadly, in this Policy:

2.1 “Bribery” is:- promising, offering, giving, requesting, soliciting or accepting whether directly or through a third party any advantage to or from any person or company to induce or reward behaviour that is illegal, unethical or a breach of duty.

- An “advantage” can be any kind of benefit, financial or otherwise, or anything of value or perceived value (for example this includes any personal, commercial, contractual or regulatory advantage) and can be for an individual, or any person or company associated with them (but may not solely be in their interest or that of the company or person employing them or whom they represent).

2.2 Even if a bribe is of low value, if the intent is to improperly influence the recipient, it can still be a bribe.

2.3 Even if a bribe is turned down or fails to have the intended effect, it is still a bribe.

2.4 “Corruption” is the abuse of entrusted power for private gain.- any activity connected with a business; or- any activity performed in the course of a person’s employment.

2.5 Bribery can be committed by:- an Employee, officer or director of ISG; or- any other person performing services on behalf of ISG anywhere in the world (including contractors and agents).

2.6 Bribery can occur in the private sector (i.e. between companies or their employees) in relation to:

- any activity connected with a business; or- any activity performed in the course of a person’s employment.

2.7 Bribery can also occur in the public sector. This will often take the form of someone in the private sector bribing a public or government official to secure a particular decision or to be awarded a particular benefit or business. A public official can be any person holding any legislative, executive, administrative or judicial position of a State, whether domestic or foreign and whether at local or central government level. They may be:

- appointed or elected- permanent or temporary- paid or unpaid- of any level of seniority- legislative, administrative or judicial officials- an employee of a government-owned or controlled entity (e.g. nationalised corporations or the NHS)- an officer or individual who holds a position in a political party- a candidate for public office- a person who otherwise exercises a public function for or on behalf of or within any country- an employee of public international organisation

2.8 In many countries, public sector employees (e.g. civil servants or doctors) or employees of State-owned enterprises are treated as public officials.

2.9 Some countries treat bribery of public officials more strictly than bribery in the private sector and you should therefore be particularly alert when dealing with foreign public officials.

2.9.1 If a bribe is given to a public or government official in another country (“Foreign Public Official”), the rules are even stricter.

2.9.2 In these circumstances there is no requirement for the bribe to induce or reward the recipient for behaviour that is illegal, unethical or a breach of duty. An offence is committed provided an advantage is offered or given and there is intention to either:

2.9.2.1 Influence the Foreign Public Official in his / her capacity in that role; or

2.9.2.2 Obtain or retain a business advantage.

2.9.3 This is a lower threshold. There is no requirement for the intention to be to persuade the Foreign Public Official to act outside their legitimate role or be involved in improper performance of their function.

2.10 Associated offences

2.10.1 Where acts of bribery and corruption occur, other offences may also be committed, including, for example, money laundering or false accounting.

3. Monitoring and Compliance

3.1 The implementation of and compliance with this Policy on a day to day basis is the responsibility of all of those to whom this Policy applies.

3.2 You, along with all Employees, agents and contractors have a duty to immediately report any knowledge or suspicion of bribery or corruption to the Company Secretary in accordance with the ISG Whistle-blowing Policy.

3.3 The Company Secretary will ensure that all necessary arrangements are in place to aid compliance and will maintain and administer the Policy and investigate any reports made in accordance with it.

3.4 This Policy will be regularly reviewed to ensure its effectiveness, taking into account any feedback and queries. This Policy may be amended and updated from time to time and new versions will be circulated. You will be required to read, understand and comply with all amended and updated provisions.

3.5 It is important that this Policy is fully understood by all those to whom it applies. Compulsory training will be provided periodically for all employees for whom this is deemed necessary. Such training will be mandatory and will need to be monitored, evaluated and refreshed regularly.

3.6 If you have any questions or are unsure about any aspect of this Policy, please contact the Company Secretary.

3.7 It is ISG’s policy that no employee will suffer demotion, penalty or other adverse consequences for refusing to pay or receive bribes even if such refusal may result in the company losing business.

3.8 It is ISG’s policy that no employee will suffer any adverse consequences as a result of reporting any suspicion of bribery or corruption, any retaliation behaviour will be taken very seriously and will be dealt with accordingly

4. Why Comply ?

Compliance with this Policy and all applicable laws on anti-bribery and corruption is essential for ISGand you:

• Company culture: bribery and corruption is completely contrary to ISG’s vision to be the leading global construction services company delivering the built environment for international and local customers. Compliance with this Policy plays a significant role in pursuing that vision.

• Reputation: image, goodwill and standing can be very easily damaged or destroyed by any breach of law or this Policy. This would also undermine the trust and relationships which ISG has built up in the marketplace with its customers and other stakeholders.

• Legal obligations: as a matter of law, ISG will be guilty of a crime if it fails to take steps to prevent bribery and corruption carried out by anyone acting or performing services on its behalf in order to obtain or retain business or a business advantage for ISG.

• Criminal sanctions: in most countries bribery and corruption are criminal offences. Breaches can occur even where acts

relating to an offence take place abroad.

• Civil sanctions: in many jurisdictions those who have suffered damage or lost business as a result of bribery and corruption can claim compensation for that damage.

5. Reporting Procedure

5.1 It is your duty to immediately report any knowledge or suspicion of bribery or corruption.

5.2 In the UK all reports should be made to the Company Secretary by telephone or email.

Jared Cranneyjared.cranney@isgplc.com0044 (0) 20 7392 53390044 (0) 7843 325 897

Outside of the UK, all reports should be made to the most senior MD in the country of operation or, inhis/her absence, the Company Secretary as above.

In the absence of the Company Secretary, please contact Roland Nutter (roland.nutter@isgplc.com, tel: 0044(0) 20 7392 5201).

5.3 All reported concerns will be treated in the strictest of confidence.

5.4 It is much better to speak up than to keep quiet about a concern. Keeping quiet may make you personally liable for being complicit in the bribe or corruption. In addition, failure to report a suspicion or occurrence of bribery and corruption will be taken very seriously by ISG and may result in disciplinary action.

6. Business dealings and contacts

6.1 Public Sector. There are a number of contexts in which bribery/corruption could arise in the public sector, for example:- obtaining utilities and similar services- the granting of licences for commercial activities by public authorities- the granting of subsidies by public authorities- contract awards by public authorities- any other situations where a public authority or official is on the other side of a business deal or is engaged in discussions with ISG for some other purpose (e.g. lobbying regulators with the power to approve ISG’s products and services.)

6.2 Each of these situations could involve communication or negotiation with a “public official”. Such exchanges open up the scope for bribery and corruption to take place.

6.3 There may be a temptation to try to influence or expedite the decision-making or actions of the public official in question in order to ensure a particular outcome for ISG or the individual in question. On the other hand, the public official may seek to exploit his position for his own gain or for the benefit of someone else. Advantages offered or given to public officials in either context could be bribes and are strictly forbidden.

6.4 Private sector. In private sector dealings, payments or other advantages that may be seen as bribery and corruption could be given to or received from:- subsidiaries- labour unions- customers- suppliers- contractors- agents

6.5 How to spot advantages that may constitute bribery/corruption

“Advantages” may be financial or non-financial and could include the following:- money - loans- donations (including charitable donations)- an award of business- employment contracts- consultancy contracts- preferential treatment- gifts and hospitality (see the Gifts and Hospitality section below for more information on when these items will be unacceptable)- holidays- any other advantage or benefit which is intended, or perceived to be of value to the recipient or another person (e.g. a relative or friend of the recipient)

6.6 All dealings with public officials or private individuals and enterprises must be open and transparent and conducted in a proper and appropriate way. This will ensure that no bribery or corruption takes place, and will also avoid any appearance or suggestion of improper activity.

6.7 You should be aware that certain situations may be indications, sometimes referred to as red flags, that there is a risk of bribery or corruption:

- Unusually large commissions or unusual payment patterns- Unknown third parties or third parties lacking transparency- Third parties that appear under-qualified or under-staffed or are specified or recommended by government officials- Repeated or excessive instances of gifts and hospitality - Requests to cover unusually large expenses, or expenses for associates or family members- Hospitality with no legitimate connection to promotion or demonstration of products or services- A history or perception of corruption in the country in question - Payments to/from foreign public officials or individuals who may be politically exposed- Unusual off-shore payment arrangements

6.8 In order to determine whether giving or receiving an advantage may amount to bribery and corruption, ask yourself:

6.8.1 What is the intention in giving/receiving the advantage - is it to:(a) gain a commercial or personal advantage?(b) retain or win business?(c) seek to unduly influence decision-making or the performance of a person’s duties (including your own)?(d) obtain an advantage from a public official?

6.9 Consider how you and ISG would feel if the transaction or behaviour in question was made public – would there be any appearance of wrongdoing?

If the answer to any of the questions above is ‘yes’, this indicates that the giving/receiving of the advantage may be improper and should therefore be avoided. Speak to your line manager if you are unsure of what to do.

Facilitation payments

6.10 “Facilitation Payments” are small bribes paid to facilitate routine procedures or official functions. For example, paying a foreign official to authorise a visa that would and should be authorised anyway (and where sometimes, but not necessarily, the payment speeds up or facilitates the procedure). In these circumstances, the acceptance of such payments by the foreign official is improper.

6.11 Facilitation payments must not be made. You must make it clear to those that you are dealing with that ISG has a policy of non-payment of facilitation payments.

7. Agencies, Intermediaries and Business Partners

7.1 “Intermediaries” are third parties that act as a middle man or agent for dealings with suppliers, contractors or clients on behalf of ISG.

7.2 “Agents” are third parties which have the power to create legal rights or obligations for ISG, by acting and entering into contracts on behalf of ISG.

7.3 To the extent appropriate in the circumstances, ISG generally only works with and engages those third party intermediaries and other business partners (including, for example, suppliers and contractors) who have been approved under the pre-qualification processes.

7.4 If deemed appropriate, we will check to see whether the third party intermediaries and other business partners have an equivalent policy in place, and if they do not and we think they should have, we may decide not to work with them.

All contracts with third party companies or individuals under which they perform services for or on behalf of ISG should contain contractual provisions requiring them to comply with this Policy or have an equivalent policy in place if deemed appropriate. All standard form precedents now include these provisions. Any proposed deviation from these clauses must be approved in advance in writing by the Company Secretary.

7.5 Any remuneration payable or advantages given to agents or other business partners acting on behalf of ISG must be appropriate for the services carried out (which is to be determined objectively as far as possible).

7.6 Payments must never be made or accepted in cash.

8. Accounts and financial records

8.1 It is ISG’s policy to maintain transparent and accurate books, records and financial reporting within all its business units and for all third parties working on ISG’s behalf. This includes in some circumstances producing and maintaining records of payments or advantages made to or received from third parties in accordance with the Gifts & Entertainment provisions below.

9. Gifts and Entertainment9.1 Gifts and entertainment must be appropriate in the circumstances, and constitute bona fide hospitality and promotional

materials for business purposes. What is appropriate in the circumstances will depend on the specific context, the key being that they should not be used to influence the recipient.

9.2 “Gifts” include things like: hand outs, benefits in kind, favours, money, presents, vouchers.

9.3 All gifts over the value of £250 that are offered to you must be notified to the Company Secretary on the attached form including the reasons for accepting the gift and details of your relationship with the donor. The Company Secretary will then decide with the relevant MD whether the gift can be accepted or should be returned to the sender with a letter of explanation, or donated to charity.

9.4 If you intend to offer a gift over the value of £250 you must notify to the Company Secretary on the attached form including the reasons for donating the gift and details of your relationship with the recipient. The Company Secretary will then decide with the relevant MD whether the gift may be given.

9.5 You should not give to or receive from any third party any gift with a value in excess of £1,000 without first getting written approval from the Group Finance Director or Chief Executive.

9.6 “Entertainment” includes things like: trips, holidays, sporting events, amusements.

9.7 All entertainment over the value of £1,000 per head that you intend to offer or is offered to you must be notified to the Company Secretary on the attached form, including the reasons for providing or accepting the entertainment and details of the relationship between the provider and recipient. The Company Secretary will then decide with the relevant MD whether the entertainment can be offered or accepted.

9.8 You should not give to or receive from any third party any entertainment with a value in excess of £2,500 per head without first getting written approval from the Group Finance Director or Chief Executive.

9.9 The Company Secretary will maintain a register of all notifications made.

10. Expenses

10.1 Expenses must be only those costs which are reasonably incurred during the course of employee’s work wholly, exclusively and necessarily in the performance of legitimate ISG business.

(Please note that the ISG company which you work for may have different limits).

11. Charitable Donations

11.1 All charitable donations must be made and recorded in accordance with the ISG Charity Policy.

12. Political Donations

12.1 It is ISG’s policy not to make any political donations. In no circumstances should you or any employee, agent or contractor of ISG make any political donations.

Annex 1Gift Approval Form

Gift Approval Form (cont.)

Entertainment Approval Form

Entertainment Approval Form (cont.)