‘How we do it’ matters as much as ‘what we do’.
We are committed to the highest standards of ethical conduct. We know this is critical for our success because it builds trust and transparency between QinetiQ and our key stakeholders.
“At QinetiQ, trust is our most prized possession. Critical to ensuring we maintain that trust is our approach to ethics, integrity and reputation. This forms the foundation of how we do business and manifests itself in everything we do; our relationships with our customers and stakeholders, industry partners, and shareholders. It also drives how we work with each other.”
We have a Group Code of Conduct, and all our employees, our leaders and our board receive training in business ethics.
Code of Conduct
The Group Code of Conduct underpins how we do business.
Its purpose is to clearly articulate our ethical standards and provide employees with a guide to what is expected of them in their behaviour and business activities. It provides information on how they can get help, and also guidance on their responsibility to report, if they identify a problem.
Within the Code we provide guidance to ensure employees are aware of, and understand, their ethical and legal responsibilities, and cover issues relating to employees, customers, shareholders and the community. Employees are given support on a range of topics such as diversity; safety; managing information; anti-bribery and corruption; and the environment.
Anti-bribery and Corruption
We are committed to upholding the highest ethical standards and operate a zero tolerance approach to bribery and corruption in any form; acting professionally, fairly and with integrity in all our business dealings and relationships.
- Do not permit the making of any inappropriate promises, gifts or hospitality for any purpose, including to achieve an unfair advantage or benefit
- Our Gifts and Hospitality Procedure sets out financial limits and approval levels for gifts and hospitality and requires that both gifts and hospitality must be recorded in a business’ Gift & Hospitality register
- Resist any efforts made by others to unfairly affect our business decisions in order to achieve an unfair advantage or benefit
- Support our chosen charities, but are careful to manage potential conflicts of interest, and recognise that some charitable donations could constitute a bribe if, inadvertently or otherwise, they procured an unfair advantage
- Do not make facilitation payments nor do we permit others to make them on our behalf
- Continuously assess the anti-bribery and corruption risks associated with the activities, geographical location and sectors of our business operations to continuously improve our anti-bribery and corruption compliance programme, which includes our policies, procedures and training. Principal risks, including those in respect of anti-bribery and corruption are monitored by the Risk & CSR Committee and are reviewed at least annually. Such risks are identified in a risk register, assigned to an owner with responsibility for assessing and managing the risk
- Conduct risk based due diligence on all third parties engaged by the company, including enhanced due diligence as required and establishing the ultimate beneficial ownership of entities to inform the bribery and corruption risk assessment. This applies to our customers, suppliers, joint venture partners, commercial intermediaries and other third parties
- Have procedures governing the approval, appointment and management of commercial intermediaries, which are applied in all countries and sectors where we use such intermediaries
- Engage commercial intermediaries to support our business activities only where:
- There is a clear business need and justification for the proposed remuneration
- Proposed remuneration levels align to industry/regional norms in recognition that remuneration of CIs is a risk factor in bribery and corruption
- The legal team have assessed the bribery & corruption risk level of the proposed intermediary
- Due diligence and enhanced due diligence for higher risk intermediaries is conducted prior to appointment and updated every two years or in the event of a significant change of circumstances
- The ultimate beneficial ownership of the proposed CI has been established
- Any risks identified through due diligence have being satisfactorily mitigated
- The proposed CI (without exception) agrees to clear contractual terms requiring them to comply with bribery and corruption standards and our Code of Conduct
- Include bribery and corruption provisions in relevant contracts with third parties (including Joint Ventures and commercial intermediaries), along with rights of audit and termination in the event of a breach
- May enter into offset arrangements where these form part of the country’s regulatory requirements. Such arrangements:
- have a clear business rationale
- are overseen and monitored by the Commercial team
- are subject to review and approval, including risk-based anti-bribery and corruption due diligence
- include anti-bribery and corruption clauses in contracts
- are assessed for financial and non-financial risks and suitable mitigating actions put in place
- Expect our business partners (including Joint Ventures and commercial intermediaries) to implement and enforce effective systems to counter bribery and corruption.
- Commit to establishing governance frameworks that are consistent with our own with the Joint Ventures in which we are a shareholder. QinetiQ employees appointed as Joint Venture board members will seek to influence the adoption of ethical policies and procedures, including those to counter bribery and corruption. Joint Venture employees have access to our Ethics Helpline and confidential reporting line
Modern slavery and human rights
We seek to anticipate, prevent and mitigate potential negative human rights impacts through our policy and processes, which underpin our commitment to responsible business practices. For example, we address salient human rights issues (including modern slavery) through our Code of Conduct, trading policy, international business risk management process and export controls process. We monitor the application of these policies and procedures through our business assurance processes. We believe that this integrated approach is effective.
As part of the requirement of the UK Modern Slavery Act, each year we are required to publish a statement setting out the measures QinetiQ Group plc takes to prevent slavery and human trafficking in our business and supply chain. The Act requires that we publish our most recent statement on our homepage but we think it is helpful that previous versions are made available; our statements can be downloaded here:
Annual business ethics training is mandatory for all employees across the Group and for the Board in all appropriate languages (currently English and German). It covers a range of issues such as anti-bribery and corruption, diversity, modern slavery and conflict of interest. The training also includes Information about the Code of Conduct, ethics decision making, how to get advice, and how to report an issue.
We monitor the effectiveness of our business ethics communications and training through our on-going internal assurance programme; employee feedback; lessons learned from ethical queries and through face to face dialogue with managers.
We also provide more in-depth anti-bribery training for those in higher risk roles,. Employees are also provided with refresher courses to ensure their knowledge is kept up to date. In addition, our values (Integrity, Collaboration and Performance) are formally part of our performance management system and end of year appraisal.
Help and advice
If employees need help or advice, they are advised to talk to their manager first but we also provide ethics email advice services a network of Ethics Champions and a confidential reporting line. The confidential reporting line is independently run and provides a confidential 24/7 service. The contact details of our Group General Counsel are also made available for reporting issues or concerns to. We respond to a number of queries through the ethics advice services each year and all communication through the confidential reporting line is investigated. All of this advice is outlined in the Code of Conduct.
The confidential reporting system is available to all employees of QinetiQ Group and externally to third parties, either via the website or phone number. Cases are managed via an externally run confidential reporting system, and there is an option to remain anonymous when reporting. A response is sent to the reporter in all instances, and the system will allow access to view responses even if the report is made anonymously.
Confidential reporting is managed day-to-day by the Group Head of Internal Audit in order to facilitate independent investigations where required. Updates are provided to the Audit Committee and Risk & CSR Committee on the number of cases reported, the topics being raised in the reports, and the status of the investigations. We have policies in place to ensure the quality of investigations, which are reviewed at least annually.
Strong governance underpins responsible business practice and the Group has Board and Executive level commitment to corporate responsibility through the Group Risk & CSR Committee. The committee meets regularly and receives briefings on all material risk and CSR issues, including business ethics and anti-bribery and corruption.
Our Business Ethics Committee comprises member of our Executive committee and subject matter experts such as Governance, Corporate Responsibly, Trade Compliance and Operations. The Group meet monthly and their remit is to oversee our ethics programmes.
Oversight of our anti-bribery and corruption programme is provided by our Chief Ethics Officer who provides quarterly briefs of the programme status to the Chief Executive Officer and the Risk & CSR Committee. We adopt a zero tolerance approach to bribery and corruption.
Policy and process
Our policies, procedures and tools underpin our business ethics programmes. Included in these processes are risk assessment, due diligence, and sustainable procurement. How and what we buy is an integral part of improving our sustainability, so we continue to focus on the way we work with our suppliers. In the UK we are an active member of the MOD-Industry Sustainable Procurement Working Group. We have a robust process for undertaking due diligence, monitoring and audit of our use of commercial intermediaries; and we use expert third party due diligence providers to support our processes.
QinetiQ is an active Corporate Member of the Institute of Corporate Responsibility and Sustainability. We are a signatory to ASD (Aerospace and Defence Industries Association Europe) Common Industry Standards and a member of the ADS Business Ethics Forum.
Diversity & Inclusion
Our people are critical to our success, so it is vital that we create a workplace that is inclusive; where our differences are not only embraced but make us stronger. To achieve this, we have a Diversity and Inclusion programme to ensure we create a workplace and culture where everyone can be authentic, feel valued and realise their full potential.
As part of this programme we are focusing on leadership and culture, training, communication and awareness, recruitment and outreach. We collaborate with like-minded organisations and networks, such as the Employers Network for Equality and Inclusion (enei), to share ideas. We are a founding member of The 5% Club and a signatory to the Wise 10 Step Plan.
We have set up employee networks for our people including LGBTQ+ and Neurodiversity. The aim of the networks is to encourage education and awareness amongst us all, provide support for our colleagues, create an environment where we can all be our true selves at work and to contribute to and influence policy on diversity
QinetiQ is subject to Gender Pay Gap Reporting legislation and our Gender pay gap reports are available.
- Gender Pay Gap Report 2018: You can download and find out more about our second gender pay gap report here.
Responsibility to our people
We know our greatest asset is our people, and we create a climate and culture that will encourage them to deliver outstanding performance for our customers, for us and for themselves.
To attract and engage the best people we need to provide them with all the support they need to realise their full potential and employability, including:
- A safe and healthy working environment
- Significant long-term investment in learning and development for our people through our in-house Academy offering high quality career development training from Early Careers (apprentice and graduate) through all stages of professional development including further and higher education
- Employee engagement surveys, to ensure we listen to their suggestions for improvements
- A culture of inclusion
- Supporting our Armed Forces Community
Safety through leadership, responsible management, and commitment
QinetiQ recognises that our operations, products, services and advice have the potential to impact our employees, contractors, visitors, customers, and others in the community. We recognise that success hinges on the attitudes and behaviours of people in the organisation and we seek to create a safety culture in which employees naturally and instinctively pay proper heed to safety matters because it is expected of them, is what they are trained to do and is what the situation demands. Where appropriate we are committed to obtaining and maintaining external certification of our occupational safety management systems such has through our OHSAS 18001 certification. We manage corporately and at business level the effective identification, measurement, and control of risk to help prevent injury and cases of work-related ill health and ensure these principles are at the centre of our management of safety issues. We monitor, evaluate and continuously improve our performance in safety and occupational health through setting objectives which are effectively assessed by a robust assurance process. We provide and maintain a safe working environment for employees and the wider community in which they interact. Internal programmes such as ’Safe for Life’ are designed to engage our employees in maintaining a safe place to work.
QinetiQ is committed to being a good neighbour in the communities in which we operate. We believe it’s the right thing to do and it’s valued by our employees.
As a significant employer of scientists and engineers, we want to inspire the next generation to consider careers in science and engineering. Our Science, Technology Engineering and Maths (STEM) outreach programme recognises the value of inspiring the next generation of scientists and engineers and contributing to current and future skills shortages in these disciplines. Our people use their professional skills to make a positive difference, and our approach is to grow sustainable long-term relationships with local schools and youth groups such as cadets, near to our sites. In 2019, we have started a new 3-year corporate partnership with the Jon Egging Trust in Wiltshire to enable JET to grow their Blue Skies inspirational outreach programmes in Wiltshire region. In addition to STEM volunteering, our non-technical people use their professional skills to make a positive difference in our local communities.
QinetiQ also led the launch of The 5% Club, an initiative designed to invest in the younger generation by creating momentum behind the recruitment of apprentices and graduates in the UK.
We support a number of charities across QinetiQ that are important to our people. In the UK we partner with Alzheimer Society and Alzheimer Scotland, British Heart Foundation and Combat Stress. This year, we have also selected local Charity of the Year partners across many of our UK sites. In the US, employees fundraise for a number of defence charities; and in Australia we have a two-year partnership with the Australian War Memorial in Canberra to provide in-kind advisory services and engineering expertise.
Click on the related links on the right for some examples of our work.
Being environmentally sustainable and responsible is important to our business and we work hard to understand the impact we have on the environment.
At QinetiQ we are committed to embedding an environmentally sustainable approach to business because we know it is important for our business, our customers, our employees and our communities. Our overall aim is to deliver continual improvement underpinned with a clear and focused strategy, instilled throughout our operations and implemented by an engaged and informed workforce.
- Our Energy Matters programme brings together a focused campaign element, promoting involvement and the contribution that can be made at all levels within the organisation. This programme has supported our UK certification to ISO 50001.
- We have been assessing climate change risks on some of the main sites we operate and identifying appropriate mitigations.
- Our UK estate has an environmental management system which is ISO 14001 certified.
- We recognise the importance of using technology to address issues like climate change. Our scientists and engineers have developed solutions that will help customers meet the sustainability challenges they face.
More information on energy management and progress on our target can be found in the QinetiQ Group plc Greenhouse Gas Reporting Principles and Methodologies document, the PwC assurance report on QinetiQ GHG emissions and our Annual Report and Accounts.
We are making a positive environmental contribution through proactive conservation activities on some of our sites. Some of the UK sites we own and operate on behalf of the MOD under the Long Term Partnering Agreement contain valuable conservation areas, many of which are of national or international importance, including Sites of Special Scientific Interest (SSSI) and Special Areas of Conservation. These provide areas of undisturbed land for wildlife to flourish and help preserve habitats that would otherwise be lost. We take our stewardship of these conservation areas very seriously. By maintaining and enhancing their condition we make a valuable contribution to national biodiversity objectives. In 2013 we won the MOD’s top conservation award – the Silver Otter. We are members of our Trade Body (ADS) Environmental Working Group and the Mod-Industry Sustainable Procurement Working Group.
In 2015 we celebrated our long partnership with Marwell Wildlife in support of the conservation of Eelmore Marsh, at our Farnborough Head Office. Download our Eelmore Marsh PDF to read more.
Risk & CSR Committee
1.1 The members of the Committee shall be at least three non-executive Directors. The Chairman of the Committee shall be appointed by the Board. The Chairman of the Committee shall also be a member of the Audit Committee.
1.2 The quorum of the Committee shall be two members
2.1 The Secretary of the Company, or his or her nominee, shall be the Secretary of the Committee
3.1 Only members of the Committee have the right to attend the Committee meetings. However, other individuals may be invited to attend all or part of any meeting as and when deemed appropriate by the Board or the Committee.
3.2 The Group Chairman and the CEO would ordinarily be members of the Committee. The Committee shall normally require the attendance of the Group Safety and Governance Director; the Head of Internal Audit; and, for the relevant agenda items, the Compliance Implementation Director and the Compliance Audit Director, or any other executives of the Group, to report on risk positions, management or the workings of the compliance regime.
3.3 The Compliance Implementation Director is responsible for implementing the compliance regime and the Compliance Audit Director is responsible for undertaking periodic audits of QinetiQ’s compliance procedures and their implementation.
4.0 Frequency of meetings
4.1 Meetings shall be held at least four times a year. Committee members may request additional meetings, if they consider one is necessary.
5.1 The Risk Committee's primary functions are:
5.1.1 To oversee the sound operation of the risk management systems;
5.1.2 To monitor risk exposures;
5.1.3 To consider emerging and unknown risks;
5.1.4 To monitor culture and risk appetite;
5.1.5 To monitor QinetiQ’s compliance with the compliance requirements (agreed with the MOD), the QinetiQ generic conflict of interest policy, and the proxy regime; and
5.1.6 To oversee QinetiQ’s initiatives to assess and take responsibility for its effects on social wellbeing, i.e. corporate social responsibility (CSR).
5.2 The Committee reports on its activities and makes recommendations to the Board.
5.3 The Committee is authorised by the Board to investigate any activity within its terms of reference, including any areas of concern as to ethical impropriety. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.
5.4 The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers it necessary.
5.5 In relation to risk, while the Committee has responsibility for reviewing risk positions and the effectiveness of mitigation, discussions aimed at determining the type and amount of risk to be taken and the level of investment in mitigation to bring risk exposures into line with the risk strategy, remain at the level of the full Board.
5.6 The Committee is further responsible for coordinating risk oversight among committees and the full Board and to prevent any risks that strictly do not fall within the remit of the Audit Committee or any of the other committees of the Board.
5.7 In relation to compliance, the function of the Committee is to monitor QinetiQ’s compliance with the compliance arrangements agreed with the MOD, the purpose of which is to ensure that QinetiQ is able to maintain its position as a supplier of independent and impartial advice to the MOD. The Committee is authorised to take whatever approach is necessary to oversee and ensure the effective application of the compliance systems.
6.1 To oversee the sound operation of the risk management systems. This will involve;
- Review of risk identification, assessment and reporting processes;
- Review of the effectiveness of the risk management or control systems and of the quality of the assurance over such controls. (This excludes controls relating to financial reporting risks);
- Reviewing reports from the Head of Internal Audit on the application of risk management systems and monitoring management implementation of agreed actions;
- Overseeing the learning of lessons from past problems or successes and the system for incorporating such lessons into risk management practices;
- Oversee and advise the Board on the current risk exposures of the Company and future risk strategy;
- In conjunction with the Audit Committee, review the Company’s capability to identify and manage new risk types;
- Consideration of the prevailing risk and control culture and risk appetite, including periodically forming a view of attitudes to risk and control; and monitoring the effective application of QinetiQ Group’s business ethics principles including compliance with the requirements of the Bribery Act;
- Whilst recognising the requirements of the Proxy Regime, meet its oversight obligations by continuing to determine how risk management and internal control are applied in any US business covered by such a regime, in part by maintaining an active dialogue with the Proxy Board on the approach being taken to securing and monitoring risk management effectiveness;
- Review the Company’s procedures for the prevention of bribery; and
- Review and approval, together with the Audit Committee, of the Company’s statements on internal controls and risk management in the Annual Report.
6.2 To monitor risk exposures
The Committee will:
- Review reports on significant risk exposures (both “gross” i.e. before mitigation and “net” i.e. post-mitigation); this will include a review of the top-level risk register and of the approach to formulating the full risk register;
- Consider changes and trends in risk exposures, including consideration of external factors influencing the Company’s risk profile;
- Consider how far the estimated risk exposures are being mitigated to the required level in line with the agreed risk strategy;
- Assess periodically, from a risk and internal control perspective, the Group Business Model and strategy, to check that key strategic and financial risks are reflected in the risk strategy and risk register (including consideration of stress-testing or scenario analysis undertaken by management);
- Periodically assess the alignment between the Group’s strategy, its risk strategy and the prevailing risk profile and report its assessment to the Board; in doing so the Committee shall consider the inter-connectedness of risks;
- Review the steps Management are proposing to mitigate existing, changing or emerging risks;
- Conduct an initial review of management recommendations to the Board relating to risk strategy and the level of investment in mitigation; and
- Review and approve the Company’s statements on risk exposures in the Annual Report.
6.3 To monitor QinetiQ’s compliance with the compliance requirements (agreed with the MOD), the QinetiQ generic Conflict of Interest Policy, and the Proxy Regime.
6.3.1 The Committee shall oversee and ensure the effective application of compliance requirements (agreed with the MOD) and the QinetiQ generic conflict of interest policy, and provide assurance that the related obligations set out in the Articles of Association are being fully adhered to.
6.3.2 Reporting to the Committee, the key roles of Compliance Implementation Director and Compliance Audit Director will be responsible for implementing the compliance system and undertaking periodic audits respectively to demonstrate and provide assurance that QinetiQ’s obligations are being met.
6.3.3 In addition, the Committee shall in relation to all businesses within the Group, wherever situated:
- Monitor the effective application of the QinetiQ Group’s business ethics principles;
- Monitor the effective application of the Proxy Regime’s meetings, visits and communications requirements;
- Monitor the activities of specific internal functions;
- Safety relating to people, products, services and advice;
- International trade control including sanctions (against individuals, organisations or countries), relevant import and export licensing requirements;
- Information security, data protection and physical security;
- Corporate social responsibility environmental, sustainability and supply chain management;
- Research involving human subjects;
- Monitor any other internal functions which the Committee may, from time to time, determine falls within the scope of its responsibilities.
7.1 The Secretary, or his or her nominee, shall minute the proceedings of all meetings of the Committee.
7.2 The minutes of meetings of the Committee shall be circulated to all members of the Board.
7.3 Final signed copies of the minutes of the meetings of the Committee should be maintained for the Company’s records, in hard and soft copy where possible.
8.0 External audit
8.1 The Committee Chairman should attend the annual general meeting of the Company to respond to any queries from shareholders on the Committee’s activities.
9.0 Reporting Responsibilities
9.1 The Committee Chairman shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities;
9.2 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its reemit where action or improvement is needed.
9.3 The Committee shall produce a report of its activities and the Company’s risk management and strategy to be included in the Company’s annual report.
10.1 The Committee shall give due consideration to laws and regulations, the provisions of the Code and the requirements of the UK Listing Authority and Disclosure Guidance and Transparency Rules.
10.2 The Committee shall annually review its terms of reference to ensure it is operating at maximum effectiveness.
10.3 The Committee shall review on an annual basis the Committee's effectiveness and recommend to the Board any necessary changes.