To Be Followed by Employees of AGA Rangemaster Group plc and its subsidiary companies

A. The Main Principles

Every employee must exercise scrupulous standards of integrity and honest conduct, and must not allow private interests to conflict with his or her responsibilities as an employee. In particular, no employee shall:

1. dispose of or acquire any asset of any Aga Rangemaster Group company ("the Company") for personal gain or benefit, or use any such asset in an unauthorised fashion, or allow anyone else to do so;

2. claim reimbursement of any expenses unless they are wholly, exclusively and necessarily incurred for business purposes, or obtain them in an unauthorised fashion, or allow anyone else to do so;

3. accept any benefit from, or provide to, any person or organisation which has business dealings with the Company, in a way which will compromise the position of the employee. "Benefit" includes gifts, inducements, and entertainment, which should always be declared promptly to the employee's immediate superior; it does not include modest refreshments in the normal course of business [or trivial items of no financial value];

4. reveal any confidential information about the Company or its employees, customers or suppliers to any unauthorised party; or

5. deliberately mislead the Company by making false statements in written or verbal reports.

This policy statement should be read in conjunction with the Anti-Corruption, Bribery and Ethics Policy as displayed in the Group Intranet.

B. Supplemental Principles

The written consent of an employee's Managing Director (or equivalent senior manager) must be obtained before an employee, or his or her spouse or other close relative or associate:

1. acquires any investment or other financial interest in any business (other than the holding of shares in a publicly listed company) which has any material dealings, directly or indirectly, with the Company; or

2. carries out any work (whether as employee, principal or consultant or in any other capacity) for another person or organisation where there may foreseeably be a conflict of interest with the Company.

A register will be maintained of applications by employees for consents under this Code, and employees may be required on an annual or other periodic basis to confirm the continuance of interests or activities for which Company consent has been given, or to provide a statement that no such consent is required in respect of himself or herself.

C. Reporting

Any employee who becomes aware of a breach of this Code of Conduct, or of a fraud or other criminal act against the Company, should report it to management by communicating as soon as possible with Dave Chadaway, Internal Audit Manager, Pam Sissons, Company Secretary or Shaun Smith, Finance Director at Head Office (Telephone 0044 (0)121 711 6000).

An external independent service has been put in place which is unconnected with the Company and will guarantee the anonymity of all callers.

UK based employees may contact Focus EAP (free phone number 0800 854572 or email support4u@focuseap.co.uk)

US based employees may contact Global Compliance Services (free phone number 800 451 5686)

All calls received by Focus EAP and Global Compliance Services will be investigated and a report filed with the Company, with caller anonymity guaranteed, if requested.

There will be no recrimination against any employee who makes contact for the purposes of this Code, and all such contact will be treated in complete confidence.

Under no circumstances should any person be approached or confronted with allegations of breach of this Code or of fraud or other criminal act before the matter has been reported and directions received from the Internal Audit Manager, the Company Secretary or the Finance Director.

Failure to comply with this Code is a serious matter and may result in disciplinary action, which can include dismissal.

Employees who have any questions about this Code, and compliance with it, may initially contact the Internal Audit Manager, the Company Secretary or the Finance Director.


First Issued October 2002
Updated July 2011