Business Malpractice Procedure

Oxford Instruments’ (“the Company”) is committed to conducting its business with integrity and in a responsible manner, as required by our values, processes and procedures. Even the suggestion of malpractice could damage the Company’s reputation. It is therefore important that all our Workers are able to freely voice genuine concerns and/or disclose information relating to possible malpractice about the Company’s or a colleague’s business activities. This can sometimes be referred to as “Whistleblowing”.

The procedure below has been created to ensure that any matters raised about a business malpractice are dealt with fairly and quickly. Please think about whether there are other policies and procedures that should be used. If you feel that your issue or concern cannot be dealt with through other routes, please follow this procedure.

Our principle

We believe it is important that all workers are able to freely voice genuine concerns and/or disclose information relating to a possible malpractice.

Scope

This procedure applies to all Workers (this means employees, whether permanent, contract, or employees of other individuals who are working on the premises or on behalf of the Company)

Responsibilities

Workers

It is your duty to execute your duties for the Company in a responsible and trustworthy manner. In the event of you being involved in business malpractice, you may be subject to disciplinary action (which could result in dismissal) and where appropriate, legal action may also be taken against you.

Managers

It is the responsibility of all managers to ensure that this procedure is actively supported and that any Workers for whom they are responsible understand and support the principles contained within it.

What is Business Malpractice?

A business malpractice is any activity undertaken by a Worker, individually or on behalf of the Company, which is conducted illegally or without due care to their or the Company’s responsibility to shareholders, customers, workers or local environment. The list below, whilst not exhaustive gives some examples of such activities:

The Company will protect any Worker who raises a legitimate concern about specific matters. This includes any disclosure of information that, in the reasonable belief of the Worker, is made in the public interest. This can be taking place now, have happened or likely to be committed, with a reasonable belief being sufficient to raise the issue.

General Information

When to use this procedure

You should use this procedure if you genuinely believe the Company or any Worker of the Company has taken, intends to or has failed to take action which you reasonably believe amounts to (or may amount to) business malpractice. This procedure is not a mechanism for raising individual grievances or complaints relating to contracts of employment.

Timescales

Depending on the nature of the concern and the need to undertake investigations and/or involve the police, it may not be possible to confirm specific timescales for your concerns to be investigated and concluded. However, action undertaken will carried out as quickly as practicably possible without affecting the quality of the investigation.

Records

Throughout any necessary investigation, records will be kept detailing the nature of the disclosure and the outcome of each stage of the investigation. These records will be kept in accordance with any prevailing data protection requirements and will remain confidential.

Support

To ensure you feel comfortable raising any issues, the Company will try where possible and appropriate to:

a) formally acknowledge your disclosure;

b) respect your confidentiality;

c) provide you with appropriate support;

d) investigate your concerns thoroughly;

e) update you on any investigation as it proceeds; and

f) advise you of the outcome of any investigation where appropriate, particularly in circumstances where it is felt that this may be sensitive to you.

Any worker who makes a protected disclosure has the right to not be subjected to any detriment, or victimisation as a result of the disclosure, including any mistreatment by colleagues.

Any worker who makes a disclosure externally without first raising the issue internally may not be protected by this procedure.

At any point during an investigation into a matter raised, the investigating officer may require further information from you. They may also require any Worker implicated either directly or indirectly in the matter to be suspended from their work.

The conclusion of an investigation may result in the dismissal of a Worker or Workers. Where this happens dismissal will normally be carried out only after consultation with a Managing Director/President/Executive Director/Chairman or Non-Executive Board Director depending on the level of the Worker affected. Action other than dismissal for any Worker involved in a business malpractice will also normally be managed in accordance with the appropriate procedure for managing misconduct.

Raising your Concern

Internally

If you have a concern, your manager may be able to help resolve the issue. However, if you do not feel it is appropriate to discuss with your concerns with your manager and you would like advice and guidance on the matter, contact your local HR team or the Head Office Compliance team (email: compliance@oxinst.com).

Safecall

Safecall are an independent reporting service, and you may prefer to report your concern directly to them. Safecall provide a confidential worldwide service for all employees, and you can report your concern in English or in your local language, anonymously if necessary. Following a call, Safecall will provide a full, written report to the Company to allow the matter to be fully investigated and appropriate action taken.

Our Senior Independent Director

One of the non-executive directors of Oxford Instruments plc Board acts as Senior Independent Director with particular responsibility to make sure we uphold our ethical standards and behaviour.

If, in exceptional circumstances, a serious issue arises that you feel cannot be raised through the other routes, you can contact the Senior Independent Director at: seniorindependentdirector@oxinst.com

The Senior Independent Director has authority to direct an investigation into reports made.

Investigating a Concern

An investigating officer will investigate all issues relating to the concern reported. This may require them to be provided with copies of documents or formally interview individuals in support of evidence relating to the concern.

On completion of an investigation, and ordinarily in conjunction with another senior member of management, the investigating officer will agree an appropriate course of action. If appropriate, you may be advised of the outcome in writing. However, the Company may not be able to inform you of any matters, which could infringe the duty of confidentiality owed to others.

In addition, the Company may pass on a summary of the investigation and outcome to the Company Auditors and legal advisors to enable a review of, and improvement to procedures.

Outcome of the Investigation

If you are dissatisfied with the outcome of the investigation into the concerns you raised or believe it may impact on you or your role directly, you are encouraged to raise this using the relevant grievance or complaints procedure in place within your business.

This procedure is non-contractual and may be varied and withdrawn by the Company without notice.