Supplier Code of Conduct

Smart Metering Systems Limited and its group of companies (together “SMS”, “we” or “us”) keeps sustainable procurement at the heart of everything it does.

As a vital tool for managing supply chain risks and maximising our relationships with our supply partners, we expect all of our supply partners to carry out business in line with our own values including acting in accordance with the highest ethical standards and comply with all relevant laws, regulations and licenses when working for SMS.

 In order to maintain consistency across our supply chain, we also expect all of our suppliers to comply with the values and standards outlined in this Code of Conduct (this “Code”) to ensure sustainability, equality, and accountability and by setting out how we intend to work with our suppliers to monitor and improve performance.

The contents of this Code are in addition to any contractual requirements between us and you.

Putting our people first

Safe:

• Take care of your wellbeing and others
• Do the right thing on a difficult day
• Protect our business, customers and each other
• Be aware - report and action
• Take ownership and responsibility

Flexible:

• Positive towards change
• Be open minded to new ideas
• Willingness to take on new information
• Share responsibility for continious improvement
• Shift from pre-conceived positions

Partner:

• Listen to customers and each other
• Act with integrity
• Respect others
• Work collaboratively to seek solutions
• Work as one team

Innovate:

• Find solutions
• Think for the future
• Share and encourage new ideas
• Be creative
• Stay curious

Care:

• Make greener decisions
• Encourage others to act sustainably
• Build an enjoyable and healthy working environment
• Give praise and recognition
• Do what's right, even when no-one is watching

Safety is fundamental to SMS. We have zero tolerance for unsafe acts, conditions or non-compliance with health and safety requirements, and assess suppliers to ensure risks are effectively managed.

Innovation is a core SMS value that improves safety, customer outcomes, performance, sustainability and whole-life value. We expect suppliers to promote responsible innovation and continuous improvement.

Partnership is a core SMS value. We seek open, collaborative supplier relationships that achieve shared objectives, high standards and sustainable value. Suppliers must act in good faith, with integrity and accountability.

Care (People & Planet) reflects SMS’s commitment to protecting people, supporting communities and reducing environmental harm. We expect suppliers to act responsibly and promote positive social and environmental outcomes across their operations and supply chains.

Flexible reflects SMS’s commitment to changing customer, operational and market needs. We expect suppliers to be adaptable, responsive and solution-focused while maintaining agreed standards.

In the UK, we have demonstrated our commitment to fair pay via accreditation with the Living Wage Foundation. This commits both us and contractors working on its behalf to pay, as a minimum, the Real Living Wage as promoted by the Living Wage Foundation.

We ask all of our suppliers to commit to offering its employees (contracted or subcontracted) the Real Living Wage as set by the Living Wage Foundation. We expect our suppliers to allow for and contribute to, audits and inspections to demonstrate compliance, if required.

We are committed to ensuring that all our suppliers promote equality, diversity, and inclusion across its supply chain. We require all suppliers to have policies in place which, as a minimum, ensures that they and their employees to respect the people they employ directly or indirectly and offer a safe and secure working environment, free from discrimination, harm, intimidation, and harassment as well as promoting inclusion.

SMS maintains a zero-tolerance position in respect of harassment, bullying, intimidation, threatening conduct or abuse directed towards any of its employees, workers, contractors or representatives. Suppliers shall ensure that their employees, agents and subcontractors conduct themselves professionally and treat all SMS personnel with dignity and respect in every work-related interaction, including those undertaken in person, in writing, by telephone or through digital channels. Any actual or suspected instance of such conduct shall be reported to SMS promptly and shall be investigated and addressed by the supplier without undue delay. Suppliers shall cooperate fully with any review or investigation undertaken by SMS and shall implement appropriate remedial and disciplinary measures where misconduct is substantiated. No person who raises a concern in good faith shall be subjected to retaliation or any other detrimental treatment.

We expect all suppliers to respect workers’ rights to freedom of association and collective bargaining.

Guided by our core value of care (people & planet), we are committed to reducing our environmental impact and supporting our communities and wider society through responsible operations and strong corporate governance. At a minimum, suppliers must:

• take appropriate measures to prevent environmental harm;
• comply with all applicable environmental laws and obligations, and maintain an environmental management system certified to ISO 14001 or an equivalent standard, or demonstrate progress towards accreditation;
• identify and minimise environmental risks through a clear strategy to prevent and reduce impacts arising from their work or activities;
• maintain a clear procedure for reporting environmental incidents or breaches to SMS and the relevant authorities;
• protect biodiversity where activities affect natural habitats by complying with ecological requirements, implementing required mitigation and working towards no net biodiversity loss;
• assess climate-related risks and implement appropriate mitigation and adaptation measures;
• implement an environmental strategy with relevant measures and targets, including:
• cut greenhouse gas emissions in support of our net-zero journey and provide annual emissions data when requested;
• operate a waste management process aimed at eliminating landfill waste and report waste volumes when requested;
• monitor energy use, improve efficiency and use renewable energy where practicable;
• use resources efficiently through effective design, sustainable materials, less packaging, reuse, recovery and recycling;
• seek opportunities to improve the natural value of local areas for communities and the environment;
• maintain a water management process addressing current and future water-related risks, including water stress; and
• procure materials, products and services responsibly, using recognised standards such as BES 6001.

Resilience and Business Continuity:

All suppliers are required to have aligned resilience and business continuity arrangements in place. This includes risk management processes for economic, environmental, and social topics.

There should be a clear process in place to demonstrate that these procedures are tested, at least annually, to show that services could still be provided to us in the event of any disruption to business operations.

Modern Slavery and Human Rights:

We do not condone any usage of child or forced labour in their business and throughout their supply chain and its activities.

We require all suppliers to comply with our modern slavery Statement in all activities which are carried out on behalf of us.

We also have a commitment to our external stakeholders to address any indirect or direct human rights impacts that may arise from our business operations, such as aiming to respect the land rights of local populations in our business operational areas.

Identification of human rights risks in supply chain:

An annual ESG materiality assessment is completed whereby supply chain risks relating to human rights are evaluated and scored. The systematic evaluation of the social and ethical dimensions of our operations and partnerships can pinpoint areas of vulnerability, such as labour practices, working conditions, and supplier transparency. This process not only highlights potential human rights violations but also enables the development of targeted strategies to mitigate these risks, ensuring ethical sourcing and compliance with human rights standards. Year-on-year comparisons of the materiality assessment allow us to measure improvements in managing modern slavery risks, providing valuable insights into the effectiveness of our interventions and areas for further enhancement.

Fraud, Bribery and Corruption:

We are committed to conducting its business in a fair, honest, and open way and we expect all of our suppliers to follow the same standard.

We have a zero-tolerance approach to any type of bribery, fraud, or corrupt business practices. We expect you to have a programme in place to prevent these activities. We expect all suppliers to have robust procedures and controls (including reporting requirements) in place in accordance with all applicable local, national laws or regulations, this includes without limitation, the Bribery Act 2010.

Tax compliance:

• Comply with all applicable tax laws and maintain appropriate procedures and controls to prevent the facilitation of tax evasion.
• Refrain from any practices that may constitute tax evasion or result in tax not being paid appropriately, in line with our zero-tolerance approach.
• Cooperate with assessments of our supplier relationships, which we are legally required to undertake to confirm compliance with relevant legal and regulatory standards, including IR35.

Social Media:

We expect our suppliers to use social media in a responsible, reasonable, and respectful manner.

If any of our supplier’s social media activity is linked or could be perceived to be linked or related to us in any way, we have a legitimate interest in the content whether it is posted through a business or personal account.

Only third parties who have been specifically authorised by us are permitted to post material on any social media site in our name and/or on our behalf. We do not authorise any third parties to use any branded materials without our express, prior written consent.

In particular the posting of confidential our proprietary information or business secrets, discriminatory, harassing, offensive, bullying, abusive, threatening, false or misleading comments are unacceptable. We will reserve the right to request our suppliers to ensure that any material is removed from any social media channels, immediately at our request.

Data Protection and Security:

All suppliers must protect personal data in accordance with applicable data protection laws, including the Data Protection Act 2018, UK GDPR and any applicable data protection legislation.

Data protection and privacy laws govern how personal information that can identify a living person is collected, stored, used, disclosed and disposed of.

We evaluate supplier risk and carry out due diligence to verify compliance with our standards and privacy policies.

Suppliers are required to:

• handle personal information fairly, lawfully and transparently;
• collect only the personal information required to deliver services to SMS;
• ensure personal information remains accurate and current;
• follow a retention schedule so personal information is kept no longer than necessary;
• apply appropriate organisational and technical safeguards, supported by independent assurance aligned with ISO 27001 or an equivalent standard; and
• provide reasonable cooperation and support to SMS on data protection matters, including impact assessments, breach reporting, data subject access requests and supervisory authority enquiries.

Security:

We maintain effective controls to protect employees and company assets, including information and other intangible assets.

A significant breach of personnel, physical, information or IT security could disrupt operations and have serious economic, delivery, safety and social consequences. We follow the NIST 800 framework and regularly audit our processes to drive continuous improvement in information security.

We expect suppliers to demonstrate the same commitment to security and, at a minimum, to:

• maintain appropriate internal policies and procedures covering people, including background checks, processes and technology;
• maintain robust organisational and technical policies, procedures and controls aligned with standards equivalent to ours;
• cooperate with SMS in providing information requested by relevant authorities to support compliance with applicable laws and regulations;
• implement a comprehensive suite of information security tools to strengthen data and information management;
• maintain risk-proportionate security controls that support their policies and procedures;
• hold independent accreditation or assurance confirming that appropriate security controls are in place;
• implement and maintain controls to detect security anomalies; and
• maintain plans defining how to respond to and recover from security incidents and events.

We require all of our suppliers to continually assess and evaluate their activities to ensure that this Code and all contractual requirements are adhered to. All suppliers are expected to be able to demonstrate compliance with the requirements set out in this Code through evidence of compliance, audits, review, and inspections where requested to do so by us.

We also expect our suppliers to bring any breaches or non-compliance of this Code, any laws or regulations or any contractual requirements immediately to our attention.

We will not give testimonials or individual company feedback surveys. We may provide factual references on requests for work that has been completed on our behalf.