Governance framework

M Group recognises the importance of a responsible and effective acquisition strategy to complement our growth

Our acquisition strategy is:

• Acquiring strong businesses that fit strategically, broaden our service offering and expand capabilities in new and existing markets

• Unlocking our bolt-on acquisitions’ growth potential by leveraging client relationship, support functions and balance sheet of the Group

• Delivering cost synergies by coordinating common functions, sharing best practice and implementing commercial and financial controls across the Group

• Driving cross-selling opportunities across the Group

Key acquisition criteria:

• Provide essential infrastructure services

• Broaden our capabilities

• Long-term client relationships

• Focused on UK & Ireland

• Strong management and cultural fit

• Growth opportunity

• Sound business fundamentals

• Value creation

The purpose of our business continuity plan is to ensure we continue to meet the delivery expectations and requirements of our stakeholders in the event of an unplanned disruption. This allows us to be prepared to deal with any change in circumstances.

We’ll take appropriate measures to prevent or minimise any disruption to operations.

Our key principles:

• Ensure an effective level of day-to-day management of business continuity matters through establishment of governance within our business continuity management system

• Provide continuing assurance over the performance of plans through exercise and testing, regular maintenance, internal/external audits and other independent reviews

• Continually review our business continuity programme in line with industry best practice to enhance the resilience of M Group to disruptive events 

We are committed to the continuous improvement of our operations and recognise the benefits innovation can deliver, both to our operational delivery and to our market reputation.

We believe business improvement and innovation are most effectively delivered through the front-line and back-office teams within our divisions. We also recognise there are significant benefits from sharing operational improvements, best practice and innovative practices across our Group, to ensure opportunities to improve and learn are maximised for the benefit of our clients.

Our key principles:

• We foster a culture and behaviours which encourage our people to continuously improve what we do at every level of our business

• We seek opportunities to collaborate with clients, supply chain partners and other organisations to maximise the benefits of innovation for all parties

• We commit to sharing best practice across divisions

• Wherever appropriate, we minimise cost to our clients by taking advantage of cost efficient and incentivised innovation programmes via government, authority and third party resources

• We celebrate our innovations and recognise the value our people create.

As part of our ongoing commitment, we actively work to improve the communities we serve every day. Across our operations we focus on working considerately, keeping disruption to a minimum and engaging respectfully with everyone we come in to contact with

From charitable giving and volunteering through to our science, technology, engineering & math (STEM) ambassador schemes designed to inspire younger generations, as well as our work in school safety, we constantly make a positive impact in the wider communities in which we operate.

Our key principles:

• We operate in a way that is sustainable, responsible and respectful to continue to deliver long-term solutions to our clients and their customers

• We consistently report and evaluate our progress

• We recognise the educational benefits from the STEM ambassador schemes

What it means for you:

• From time-to-time you’ll be asked to support our activities

• We must ensure our environments are inclusive, to ensure we understand the needs of all those we interact with

Safeguarding all confidential business information, ideas, innovations or processes is important. Any improper use of confidential information about M Group, our people, our clients, our clients' customers, our subcontractors or suppliers, can have a significant impact on us and our stakeholders.

It’s our duty to keep information safe and only share it internally on a 'need-to-know' basis, and with appropriate authorisation.

Confidential information includes financial information, business plans, customer or personal information, pricing policies, innovation and improvements. Confidential information belonging to customers, joint ventures and other third parties must be protected in the same way.

Our key principles:

• We protect and respect confidential information relating to M Group and our stakeholders

• We take measures to ensure we prevent confidential information being misused

• We train our people in best practice and ensure the safeguarding of sensitive information

We work with our clients and other stakeholders to deliver great customer service.

Each division should recognise the specific factors that can impact their clients’ customers and the varied customer needs within each sector.

Our key principles:

• We treat our clients’ customers as if they were our own

• We provide suitable and sufficient resources to enable us to deliver great customer service

• We provide our people with training, information and instruction to ensure they can act effectively

• We have a flexible approach to customer process to fit with our clients’ approaches.

We value the contribution of third parties who support our ability to provide services to our clients. However, in doing so, we recognise for the requirements of sound governance, certain checks need to be carried out, legal obligations are complied with and minimum standards are met.

Our key principles:

• No third-party suppliers may be procured for services if they conflict with or compromise our business code of conduct

• Third-party suppliers shall, in the performance of their clients, operate to no lesser standards (of business ethics) than we expect from our direct employees

• We ensure levels of insurance that are held by the supplier need to be matched with the risk of activities being carried out

• We only engage third parties that have signed up to our supply chain code of conduct and demonstrated they match our required minimum standards in terms of financial stability, health and safety standards and insurance cover.

We understand our legal and ethical obligations to minimise the environmental impact of our operations, and to actively safeguard the environment in which we work. Promoting good environmental practice across all our operations, we continually look to develop and introduce sustainable or positively beneficial processes and behaviours across our businesses, as well as supporting our clients and leading our supply chain.

Our environmental commitment relates to the impact of our operations and processes, along with the long-term environmental impact and performance of the services we provide both for our clients and their customers.

For example, our carbon emissions policy confirms our commitment to the decarbonisation of our economy and clearly states our approach.

Risks and potentially harmful activities should be identified as early as possible in order to mitigate any risks within our operations and managed through the divisional and business level SHEQ teams.

Our key principles:

• We’re committed to protecting the environment and improving the performance of our operations, services and projects during their entire life cycle

• We expect all operational considerations and plans to be developed to achieve minimal environmental impact that could arise during our operations

• We implement solutions and mitigations, wherever appropriate and practical, to actively benefit the environment in which we work.

• Drive continued improvements and best practice sharing in environmental performance across our operations

What this means for you:

• Be accountable for your actions and the operations of our business

• Be mindful of the impact our business has on the environment

• Challenge if you believe our activities are not meeting our principles

• Use the whistleblowing hotline: 0800 374 199, if you believe there are issues which are not being addressed.

We’re committed to ensuring our business is conducted, in all respects, in accordance with ethical, professional and legal standards. As a company, we’re a responsible employer, providing a safe and inclusive working environment, actively promoting a positive and supportive culture in which everyone feels able to bring their whole selves to work and able to achieve their maximum potential.

While our first duty is to ensure we operate within the law at all times, and we remain a solvent and profitable enterprise, we also recognise a sustainable business such as ours is dependent on the society in which it operates. We conduct our operations in a respectful and responsible manner that positively contributes to and impacts the communities in which we work.

We’re ambitious in our plans to improve and develop our performance, and publish annual targets aligned to the following:

Items relating to our people

We strive to harness a culture that values responsibility, openness, togetherness and accountability for everyone.

Environmental factors including recycling and greenhouse gas emissions

We should seek to do no harm to the environment in which we operate and, where reasonably possible, we should enhance those environments

Key data on health, wellbeing and safety

No-one should be harmed by the work we undertake. We must maintain the sustainability of resources at all levels to allow us to operate and deliver the services to the essential infrastructure of the UK and Ireland

Community engagement and social value

As well as actively protecting the natural environments in which we work, we engage with the communities impacted by our works, and seek and listen to their views. Where possible, our recruitment, resourcing and procurement teams will have a beneficial effect on the communities and regions in which we work.

Reporting

Our ESG outputs and deliverables are available via our annual ESG report, as well as regularly updated web pages and social media articles. We also commit to reporting to our investors as part of our financial accounts, and to submit ourselves to external scrutiny via third party audits and ratings agencies.

As part of our business, external communications form a significant part of our marketing and branding efforts. This includes communications with suppliers, partners, investors, stakeholders, our people and our clients and their customers. 

We operate through a variety of media, this includes media relations, statements, social / digital media, trade publications and advertising. We take a flexible approach when working with our clients, which also includes adopting their branding when appropriate.

Our key principles:

•  We follow our Marketing Communications rules, regulations and policies

•  We speak with integrity and our external communication should be accurate, reliable and honest in order to maintain our high level of trust with stakeholders

•  We are committed to respond to enquiries and communicate in a professional manner at all times

Bribery and corruption

Bribery and corruption are defined as offering, promising, giving, receiving or soliciting something of value to influence an action or decision. A bribe may be made directly or indirectly i.e. to someone else other than the person who is to be influenced.

We have a zero-tolerance approach to any form of financial crime, including bribery and corruption, recognising that such acts are contrary to our values of responsibility and openness.  Any act of bribery or corruption, whether it involves our people or a third party, can have serious consequences for individuals involved and our business.

We expect our people to conduct all business with a high level of integrity and transparency and not to accept or entertain any form of corruption or bribery. We must avoid situations that may give even the appearance of bribery, corruption or other inappropriate behaviour.

Any actual or potential acts of bribery or corruption should be reported to the whistleblowing hotline on 0800 890 011 (then dial: 833 573 1738). Alternatively visit: http://mgroupservices.ethicspoint.com/

Gifts and hospitality        

Modest gifts and hospitality can play an important part in the creation and maintenance of business relationships.  However, any lavish hospitality or excessive gifts could be viewed as influencing business behaviour and therefore considered a form of bribery.

Gifts and hospitality valued greater than £20, whether offered by our people or to our people (whether you intend to accept or decline), must be recorded on the gifts and hospitality register in Oracle and approved by a relevant line manager, divisional managing director or group executive member before they are offered or accepted.

 Our key principles:

• We discourage all our people from accepting or giving gifts or hospitality

• Only modest gifts and hospitality that don’t influence or could be perceived as influencing decision making can be offered or accepted

• Only gifts or hospitality that has a clear business reason rather than being for personal benefit are acceptable

• Any gifts or hospitality must be appropriately timed and, for example, not offered or accepted before or during contract bidding or renewal

If you are unsure of whether any gifts or hospitality is acceptable, seek guidance by contacting the Group general counsel.

Fraud

Fraud is a serious criminal offence which can be defined as any intentional act or omission designed to deceive others resulting in the victim suffering a loss and/or the perpetrator achieving a gain. Examples of fraud offences include:

• dishonest false representations or omissions made for gain

• false accounting, false statements made by directors

• stealing money or assets from an employer or business

• using a forged document with the intent to defraud

• cheating the public revenue

Any person committing a fraud may be criminally prosecuted facing fines and/or imprisonment. An organisation that fails to prevent fraud from which it benefits may also be prosecuted. As such, we operate zero-tolerance to fraud and expect our people to act openly, honestly and fairly in all business practices.

We must report any suspected instances of fraud through the relevant channels such as the whistleblowing hotline on 0800 890 011 (then dial: 833 573 1738) or visit http://rngroupservices.ethicspoint.com/ if you believe there are issues which are not being addressed.

Money laundering

We must be mindful of any activity that could potentially be money laundering (e.g. clients over-paying and requesting refunds, requesting payment into a different bank account to the usual account and/or asking for payment to a non-UK bank account).

While we’re not a high-risk organization for money-laundering, we must ensure appropriate due diligence is completed on all parties we engage with. For guidance on what is required to carry out appropriate money-laundering checks, please contact the Group general counsel.

Sanctions

The UK sanctions regime imposes serious and extensive restrictions on dealing with people who are listed (‘designated persons’), such that even legitimate payments cannot be made to them. We must adopt an appropriate risk-based approach to ensure the UK sanctions regime is complied with. This will include periodic checking of suppliers, subcontractors and employees against the sanctions list, including before engaging them. Any matches, or close matches, must be reported to the Group general counsel immediately and no payments made to that individual or entity.

Supporting policy and procedure – Financial crime policy and procedure / Whistleblowing / Code of conduct

Taxation

The Group complies with all UK tax legislation maintaining appropriate accounting record for tax purposes and paying the right taxes at the right time. The Group manages tax costs through maximising the tax efficiency of business transactions, within the framework of sound commercial activity and taking advantage of available tax incentives and exemptions. This is done in line with the Group's 'ethical standards' which has due regard for the Group's reputation and gives a tax result in line with the intentions of the relevant legislation.

We are committed to the principles of openness and transparency in our approach to dealing with tax authorities. All dealings with the tax authorities are conducted in a collaborative, courteous and timely manner.

The Group shall operate systems and processes to ensure no facilitation of tax evasion within our business or supply chain.

We’re committed to upholding the dignity and wellbeing of all those who work for us, along with the communities in which we operate.

We respect all people rights and are committed to taking the right steps to limit the risk of standards falling short of our expectations, internally and within our supply chain.

Through our values: Responsible, Open, Together and Ambitious, we’ll ensure you all have opportunities to develop and grow.

We require a reliable, secure IT environment that is cost effective and provides us with IT services that are fit for purpose.

IT and telecom hardware, artificial intelligence systems, software and support services will be purchased through our agreements.

We require all our people to keep data secure at all times.

All our people are aware of the minimum standards for data security applicable to their role. We recognise personal privacy as a fundamental human right and will ensure our practices reflect this responsibility.

Our key principles:

• We’ll encourage raising concerns about data security and handling

• We’re committed to being transparent about how we collect and use the personal data of our workforce, and to meeting its data protection obligations

• We provide training to all our people about their data protection responsibilities

We recognise the protection of health and the promotion of wellbeing as important factors in keeping our people healthy and safe, sustaining attendance at work, supporting job satisfaction and business success.

We’re committed to promoting and maintaining the physical, mental and social wellbeing of our people.

Our aim is to create a whole organisation approach to health & wellbeing through leadership commitment, line management buy-in and investment in the delivery of regular health & wellbeing initiatives.

We recognise the importance of investing in the health and welfare of our people by providing environments which generate positive experiences in the workplace.

Our key principles:

• We protect physical and mental health by promoting work-life balance

• We promote information sharing and effective communications of our health & wellbeing initiatives to engage with all people from across our business

• We’re focused on reducing the volume of work-related ill-health and ensuring our people are aware of the signs and know when to offer or seek help

• We encourage our workforce to take responsibility for all aspects of their own health

• We provide health screening and occupational health support where it is required

• We have an employee assistance programme (EAP

We don’t engage nor support any political organisation and will not permit the giving or receiving of any payment or benefit to any political organisation.

We recognise the importance of effective procurement measures.

A centralised procurement function manages all common spend items, optimising our spend and ensuring the best value for us and our businesses, while maintaining integrity in our dealings with our supply chain.

Our key principles:

• M Group and divisions source primarily through Group procurement using approved systems and processes with trusted and vetted suppliers

• We provide our people with training, information and instruction to ensure they act within the procurement policy parameters

• M Group recognises we have a responsibility to take a robust approach to slavery and human trafficking and ensure our supply chain is free from both

• We recognise the importance of sustainable procurement and commit to working collaboratively with our entire value chain to ensure best practice in responsible sourcing. We also ensure human rights considerations are addressed through our code of conduct, audits and reporting requirements and purchasing agreements.

We provide an environment free from discrimination, bullying, harassment or victimisation, where you are treated with dignity and respect. By harnessing diversity and applying the experiences, abilities and unique qualities of all our people, we’re enhancing our business.

We value everyone's opinions and inputs, and we treat everyone with respect and dignity, regardless of their characteristics or background.

The diversity in our business means we understand and value differences between your unique qualities such as ethnicity, gender, age, religion or religious belief, disability, education and sexual orientation.

Our key principles:

• We’re an inclusive employer

• We believe in attracting and recruiting a diverse workforce which reflects the communities in which we work, and creating an inclusive culture which will allow everyone to perform to their full potential

• We treat everyone equally, and ensure you all have the same opportunities

What does it mean for you?

• Act with integrity, fairness and transparency

• Lead by example and partner with stakeholders who share our values in pursuit of the highest standard of business ethics

• Ensure we understand and comply with all relevant legislation protecting people rights

• You have the right to be treated with respect and dignity. In turn, you should respect the dignity, privacy and rights of everyone you interact with

• You have the responsibility to raise a concern if you become aware of any unfair working conditions within any part of our organisation or supply chain

We recognise risk is inherent in our business environment. In accordance with good corporate governance, we take steps to:

• Identify risks

• Analyse the impact risks could have on the business

• Control risks, i.e. reduce, retain or transfer risk

By monitoring and managing risk successfully, we’ll protect our people and stakeholders, our business assets and our earning capacity.

Our Central assurance team consists of risk management and internal audit professionals who’ll provide independent insight, advice and assurance across all businesses in the company. Internal audit deliver a business-wide internal audit plan, that has been approved by our risk management committee, in order to address the key assurance requirements identified by the risk management process.

The safety of our people and all those we meet is of paramount importance to us.

Our health and safety policies and procedures are owned by our various Group businesses and are aligned to their specific sector and client requirements. We seek to embed and maintain exemplary occupational health, wellbeing and safety values, practice and performance - a prerequisite for the markets in which we work.

We understand the importance of creating a culture that promotes safe work environments for all. We have a responsibility to our people, our clients, our supply chain and members of the public who come into contact with our work every day.

Safety is a priority, and we embrace our responsibility to ensure all our people have the right tools, follow the correct processes and display the behaviours that will keep them safe.

We recognise the benefits of good health and strive to promote and maintain the physical, mental and social wellbeing of our people and others affected by our operations.

Our key principles:

• We continuously develop to create work environments that promote health and safety

• Our goal is to ensure no harm comes to our people. We are committed to continuous improvements towards achieving this goal.