Chairman Designate and Non-Executive Director
Trinity Mirror aims to conduct its business activities not only within the law, but also with fairness and integrity. We wish to create a working environment within which individual employees feel able to bring to the attention of the Company, concerns about particular incidents of wrongdoing, or other suspected malpractice, without fear of criticism or future discrimination. Staff are encouraged to speak out and report any such wrongdoing or malpractice, as outlined in the following policy for staff.
Who does the Policy apply to?
The Policy applies to any permanent employee, temporary employee or contractor, who reports, in good faith, a concern that:
- A criminal offence has been, is being, or is likely to be committed;
- There has, is or likely to be a failure to comply with legal obligations;
- A miscarriage of justice has, is or is likely to take place;
- The health or safety of an individual has been, is being, or is likely to be endangered;
- The environment has been, is being or is likely to be damaged;
- Unethical behaviour, malpractice or wrong doing of any description, including bribery, has been, is being or is likely to take place;
- Information that proves that any matter falling within the above has been, is being or is likely to be deliberately concealed.
The Policy will also apply to the reporting of any breaches of the Company's policies on discrimination, harassment and or of the persistent and deliberate avoidance of agreed processes or systems.
How can staff make a disclosure of suspected wrongdoing?
If staff wish to raise a concern, the earlier it is done the better. Every incident will be treated seriously and sensitively and will be fully investigated. In the first instance, staff should speak to their line manager. If, for whatever reasons, the individual does not feel comfortable with this, he or she should speak to the manager's manager. Again, if that is not appropriate, he or she should contact one of the following people:
- Group HR Director
- Group Security Manager
- Group Health and Safety Manager
- Secretary and Group Legal Director
Whoever is approached will take suitable action and give appropriate feedback.
Will employees be protected from reprisals because of making a disclosure?
We recognise the sensitivity of raising such issues and we undertake to treat details of individuals who report matters with the utmost confidence. This means that the individuals identity will not be disclosed unless it is absolutely necessary to do so in connection with the investigation of the disclosure.
Provided that the disclosure is made in good faith, and the employee has genuine cause for concern, no action will be taken against him or her, nor will there be any threat to his or her career prospects. Retaliation or victimisation from any member of the Company because of the disclosure will not be tolerated.
However, making a disclosure will not affect the outcome of any disciplinary proceedings that the individual may already be undergoing for whatever reason.
Who may not be protected?
Any individual who:
- Does not make a disclosure in good faith;
- Has made the disclosure principally for the purpose of obtaining payment or personal gain;
- Does not have reasonable grounds for suspicion and does not take reasonable steps to raise the matter through the designated internal channels before making the disclosure to external parties.
Any attempt by any member of the organisation to deter an individual from making a disclosure, victimising them or making life difficult for them because of a disclosure, perceived or actual, will be a serious disciplinary offence and may lead to dismissal.
SUMMARY OF GROUP PROCUREMENT POLICY
Aim of policy
All our purchasing activities aim to achieve the best possible value at the lowest possible cost, whilst adhering to the Group’s Policy on Standards of Business Conduct and in accordance with the Trinity Mirror standard terms and conditions. We aim work with our suppliers to make it easier for them to meet our requirements, and to encourage them to invest in improving their product, prices, quality and service.
Key policy statements
Value: Value includes not only the initial purchase price, but also recurring costs over the lifetime of the goods or services, such as financing, maintenance, energy and so on. Value also includes the quality and reliability of the goods or services and the timeliness and reliability of their delivery.
E-procurement: The Group should use e-procurement where possible.
Legality: Our activities must fully respect all applicable UK and European laws and regulations, including taxation law.
Corporate Responsibility: Whilst any supplier that can be of service to us should have a fair opportunity to secure our business, we will avoid using companies that exploit child or sweated labour, that disregard basic health and safety provision, that `pirate` the intellectual property of others, or that wilfully and avoidably damage the environment. Wherever possible, we should use our purchasing power to promote environmental sustainability in the supply chain. We are committed to ensuring that there is no slavery or human trafficking within our supply chains or in any part of our business. We expect our suppliers to adhere to the requirements of the Modern Slavery Act 2015, and we will undertake all reasonable and practical steps to ensure that these standards are implemented within our supply chain.
Code of Conduct for Purchasing: We insist on ethical standards from our suppliers, and in turn we must exhibit the highest ethical standards ourselves. Trinity Mirror prohibits the offering, giving, solicitation or acceptance of any bribe, whether cash or another form of inducement. Trinity Mirror prohibits the making of any payments for securing or accelerating routine processes and procedures (“Facilitation Payments”). The prevention, detection and reporting of bribery is the responsibility of all employees throughout Trinity Mirror plc and any instance of bribery or suspected bribery should be reported in accordance with the Group’s Whistle Blowing policy.
Contras and Bartering: This can be a complex area so please refer to the Policy before entering into such arrangements.
Anti-Competitive Behaviour: This is likely to be in breach of the Competition Act and could well be a criminal offence. Any suspicions should be reported (with any supporting evidence) to the Group Services Director, who sits within Central Services.
Conflicts of Interest: These can sometimes arise e.g. spouses or other relatives may be employed by the supplier company; personal friendships may grow up over time. Such potential conflicts should be reported to your line manager as soon as they are identified.
Whistleblowers: It is our policy to support, protect and, where possible, preserve the anonymity of any employees who report apparently questionable activity, even if their fears subsequently prove unfounded. See the Group’s Whistle Blowing policy.
Structure and Authority: This is clearly defined. Refer to the Policy for details and refer to the Group Services Director for general guidance, review and comment in all areas of procurement.
Authority Levels: These are clearly defined in the table of authorities and each individual has been notified in writing of their authority level. It is never permissible to split a contract in order to circumvent authority limits.
Ordering and Approval: The general rule is that written Purchase requests and orders should be raised for all transactions and the Trinity Mirror standard terms and conditions should be used in all circumstances. For exceptions, refer to the Policy.
Payments: Payments to suppliers will be made by our Shared Service Centre in conjunction with the Treasury department, and it is the Group’s policy to pay suppliers in accordance with our standard terms and conditions. For details and exceptions, refer to the Policy.
Foreign Currency and Overseas Suppliers: Purchases should be made in British Pounds where possible to ensure the Group is not exposed to foreign exchange risk. However, where the Group is likely to commit to a purchase in a foreign currency, limits apply and VAT considerations could be complex. Therefore Group Treasury & Tax advice could be required prior to any commitment being incurred. For details, refer to the Policy.
Approval of Suppliers: Orders should only be placed with approved suppliers who are included on the suppliers’ ledgers in our Shared Service Centre. Regarding suppliers who are not on the approved lists, refer to the Policy for details.
Contracts: All significant commercial contracts, addendums to contracts and letters of agreement should be reviewed by the Group Legal Department or Company Secretariat before they are agreed and signed, with as much time as possible given for their review. For further details, refer to the Policy.
Leases: All finance leases, such as those for photocopiers or vending machines, should be reviewed prior to renewal and agreed with the user department and the Group Treasurer. For further details refer to the policy.
Capital expenditure: there are clearly defined procedures covering submissions on standard capex approval forms, justifications, authorisations for different types of capex and approvals required for different levels of expenditure. For further details, refer to the Policy.
Intellectual Property and Commercial Information: The Group’s intellectual property, designs, patents, trademarks and know-how are valuable to us. This information must never be passed to a supplier, for whatever reason, without approval. Ownership rights of intellectual property must be considered where suppliers work on design and development on our behalf, or we are buying from a supplier something which we, or our customers, are likely to need to reproduce or copy at a later date. For further details, refer to the Policy.
Key information and reporting points
Good intelligence work is vital to effective purchasing. Therefore the following should be reported:
Failure by a supplier to meet our requirements, requests to vary the terms of a contract after it has been agreed, prices from a preferred supplier appearing to be less favourable than available elsewhere, issues regarding warranties, guarantees and service agreements and new sources of supply, products and services must be reported to your local Finance Director, or local or Group functional head and escalated as appropriate.
Any actual or potential unethical approach or inducement, evidence of restrictive practices or possible conflicts of interest or information on illegal or unacceptable practices by a supplier which could be to our discredit if we were known to be a customer must be escalated immediately to the Group Company Secretary.
Introduction from the Chief Executive, Simon Fox
Trinity Mirror is committed to ensuring that there is no slavery or human trafficking within our supply chains or in any part of our business. This is the first slavery and human trafficking statement issued by Trinity Mirror plc, prepared on behalf of itself and its subsidiaries which form the Trinity Mirror Group (“TM”). Following the introduction of the Modern Slavery Act 2015 (the “Act”), we set out below the steps already taken to ensure modern slavery or human trafficking does not appear in TM’s supply chains.
We look forward to building on our work in this area in future years.Simon Fox, Chief Executive 15 May 2017
We are the largest news publisher in the UK with national and regional news brands across the country, including brands such as the Daily Mirror, Sunday Mirror, Sunday People and Manchester Evening News. Our brands have a long heritage as a trusted source of news and information with our editorial conviction and high standards of journalism.
Our business is split into four operating divisions: Publishing, Printing, Specialist Digital and Central.
The Publishing division contains all of our national and regional newspaper titles and associated digital publishing sites, with our commercial team working with media agencies and advertising clients to help them reach the national, regional, print and digital media audiences of the Trinity Mirror news brands.
Printing provides print distribution services to the Publishing division and externally to third parties through five print sites.
The Specialist Digital division operates our digital recruitment classified business, and our digital marketing services business.
Central includes revenue and costs not allocated to the operational divisions and our share of results from associates.
Our Supply Chains
Our main supplier sectors include paper, contracted printing, product distribution services and waste management and recycling. We also engage suppliers of IT and communications services, cleaning, catering and other facilities management services.
As our list of suppliers is many and spread over a wide geographical area, we established a working group consisting of relevant senior managers from across the business who conducted an assessment of existing UK and overseas suppliers. The suppliers chosen for review had provided services to TM in the previous twelve months and were categorised in accordance with their potential exposure to risk and potential infringement of the requirements of the Act. The process included identifying and mapping our supply chains allowing us to review the regions in which our suppliers operate. We applied a risk based methodology to assess the likelihood of modern slavery occurring in each of the organisations, which included assessing factors such as the origin of manufacture, the location from which the services were provided and the nature of those services and/or goods. Applying such criteria in turn allowed us to tailor due diligence to confirm the risk based assumptions.
Due Diligence processes for Modern Slavery and Human Trafficking
To identify and mitigate the identified risks, the terms and conditions for new suppliers were updated. TM now requires, as part of the on-boarding process, confirmation of supplier compliance with the Act.
Existing UK suppliers (identified as lower risk from a modern slavery perspective) were issued with appropriate statements outlining their obligations under the Act. TM is willing to engage with suppliers on a case by case basis and will escalate any issues to Senior Management in order to agree a resolution with the supplier that is beneficial to each party and satisfies the requirements of the Act. All responses are considered, logged and reviewed by the appropriate function.
Each non-UK supplier (identified as higher risk from a modern slavery perspective) was asked to sign a self-certification to confirm that the organisation has in place appropriate due diligence procedures designed to ensure that slavery and human trafficking is not taking place in any part of the business or that of its supply chain. The responses are monitored on an ongoing basis. If a supplier fails to return the requested self-certification an escalation process will be undertaken and reviewed on a case by case basis. This will include a follow up letter with a response deadline, followed by a final notice. TM reserves the right to cease engagement with a supplier who cannot confirm compliance and who does not show willingness to comply with the Act.
TM’s policy on slavery and human trafficking as applicable to suppliers is contained within the Procurement Policy. We expect our suppliers to adhere to the requirements of the Act and we will undertake all reasonable and practical steps to ensure that these standards are implemented within our supply chain.
To date, TM has not identified any modern slavery concerns during the 2016 review.
Our Policies on Modern Slavery and Human Trafficking
In relation to our own business, the Group has in place Standards of Business Conduct, which are read in conjunction with employees’ contracts of employment, which apply to all employees within TM. Our existing policies set out our commitment to ensure there is no slavery or human trafficking in any part of our business as well as our supply chains. Our staff are issued with our standards of conduct when on-boarded and this aids promotion of our ethical standing within the business.
Senior management undertake an annual risk certification exercise which gives assurance from the business that internal processes and controls remain effective. This process includes procedures for reporting any significant control failings including non-compliance with laws and relevant regulations.Summary of Procurement Policy
Effectiveness and ongoing compliance
The working group will meet throughout 2017 in order to monitor controls implemented in 2016 and continue TM’s due diligence process around its supply chains. TM will periodically assess the suitability and effectiveness of the process and report on progress in its annual Modern Slavery and Human Trafficking Statement.
We expect our suppliers to engage with us in a constructive and responsible way in order to resolve any issues in a timely manner. TM reserves the right to refuse to on-board a supplier who is unable to demonstrate their policies on, and willingness to comply with, the Act.
As part of TM’s ongoing compliance with the Act, we will seek annual assurance as part of the procurement process that new suppliers have provided assurance of their compliance with the Act.
We will undertake to periodically review identified higher risk suppliers and if necessary seek further evidence of their compliance with the Act on behalf of their organisation and suppliers.
As the inherent supplier risks change over time we will review and update our policies and approach to ensuring TM’s supply chain is free from slavery and human trafficking.
This statement is made pursuant to section 54(1) of the Modern Slavery Act 2015 and constitutes the Trinity Mirror Group's modern slavery and human trafficking statement for the financial year ending 1 January 2017.
Approved by the Board of Directors of Trinity Mirror plc
15 May 2017
In the May 2017 AGM results announcement, the Board of Directors of Trinity Mirror noted the proportion of votes cast against the remuneration policy.
During 2016, Trinity Mirror’s Remuneration Committee conducted a comprehensive review of the Company’s remuneration arrangements, to ensure they continue to align with shareholder interests, reinforce the Company’s business strategy, and enable the Company to attract, motivate and retain high-calibre executives who can produce strong returns for shareholders. In finalising its proposals, the Committee consulted with, and took on board feedback from, institutional shareholders holding c.60% of the Company’s issued share capital. In light of shareholder feedback, the Committee made some modifications to the shape of the proposals, including dropping a higher annual bonus limit in exceptional circumstances, reducing the level of LTIP vesting for Threshold performance and increasing the level of the share ownership guideline for all Executive Directors to 200% of salary. The Committee was pleased that all shareholders consulted were supportive of the final proposals to the policy.
In its report, ISS recommended a vote against the remuneration policy due to the potential increase in incentive opportunities in combination with the fixed pay of the current executive team. The Committee stated its expectation that incentive opportunities for the current executive directors would remain unchanged, and that any proposed increase would be subject to prior shareholder consultation. Unfortunately due to timing, this statement was unable to be included in the Directors’ Remuneration Report or the subsequent ISS report.
The Board is committed to ongoing dialogue with shareholders on these and other matters.
Chairman of the Board of Directors
We are committed to ensuring that our activities do not create pollution or otherwise damage the environment. This policy sets out our specific commitments in relation to the main areas where we have the potential to cause environmental impacts:
- Paper sourcing, sustainable forestry and recycling
- Energy consumption and greenhouse gases
- Volatile organic compound (VOC) emissions from print works
- Waste management and recycling
- The purchase of contracted printing and product distribution services
We systematically monitor the environmental legal requirements and other compliance obligations that apply to our business, including industry codes of practice. We take action to ensure that all parts of the company remain compliant with the relevant obligations identified.
This policy has been adopted by the board of Trinity Mirror, who ensure that it is progressively implemented through a programme of annual targets and action plans. Progress against policy commitments is regularly audited, analysed and reported to ensure that our environmental management system arrangements continually improve and our environmental performance is enhanced.
Paper sourcing, sustainable forestry and recycling
Trinity Mirror is a major purchaser of graphic paper for newspapers and magazines, and we recognise the potential impact that timber extraction for paper-making may have on forest conservation.
We are committed to ensuring that the wood fibre used to produce our graphic paper comes from reputable sources. This means that we will seek to use either recycled fibre, or "virgin" wood fibre that comes from well-managed forests. Trinity Mirror supports the concept of independent third-party certification as a means of promoting good forest management practice and we will use our buying power to support certification schemes wherever possible.
It is Trinity Mirror's policy to:
- Maximise the use of graphic paper manufactured from fibre using recycled materials or wood from certified sustainable forests.
- Regarding graphic paper which contains virgin wood fibre:-
- Work with our paper suppliers to trace the forests of origin of the virgin wood fibre that goes into the paper we use.
- Wherever possible, purchase paper where the virgin fibre content has been independently certified as coming from well-managed forests.
- Work with our suppliers to identify any forest sources of wood fibre that are unacceptable, either on environmental or social grounds, and seek to eliminate these from our supply chain.
Energy consumption and greenhouse gases
Trinity Mirror recognises that climate change, triggered by greenhouse gases from burning fossil fuels, poses a significant threat to the world's environment. We contribute to the emission of greenhouse gases through the energy we use for printing, for running our offices, distributing our publications and in business travel.
We are committed to measuring and wherever possible reducing the energy consumption associated with all of the operational activities where we have direct management control.
It is Trinity Mirror's policy to:
- Measure and report the energy consumption of our printing works and offices.
- Measure and report the energy consumption of our in-house vehicle fleet.
- Identify opportunities for energy saving and set defined action plans for achieving these savings.
- Identify and report business risks and opportunities presented by climate change and greenhouse gas emissions data, through internationally recognised schemes such as the Carbon Disclosure Project.
- Collaborate in industry-wide initiatives to better understand the carbon foot-print of printed media.
Volatile organic compound (VOC) emissions
The emission to the atmosphere of solvent vapours - known as "Volatile Organic Compounds" (VOCs) - has traditionally been a major concern for the printing industry. VOCs have been typically associated with the solvent content of important raw materials such as inks and cleaning materials used in printing processes. We have made considerable progress in recent years in reducing the consumption of raw materials that contain VOCs. In particular, most of our print sites have now moved to low-VOC inks and blanket washes.
This means that all of our own print works fall below the threshold limits for VOC emissions that would require authorisation under European environmental legislation. We are committed however to finding alternatives to our remaining uses of VOC-containing materials.
It is Trinity Mirror's policy to:
- Measure and report the consumption of VOCs at our printing works.
- Wherever possible substitute raw materials that contain VOCs with alternatives that contain either reduced or no VOCs.
Waste management and recycling
Trinity Mirror generates significant amounts of waste that require treatment or disposal. Major sources of waste from our operations include: paper from printing, packaging materials, office waste, end-of-life equipment and hazardous materials such as waste oils and chemicals.
We are committed to maximising the amount of waste we re-cycle or re-use. Where disposal is the only option, we will do this in a legal and responsible manner.
It is Trinity Mirror's policy to:
- Identify all of the waste streams from our premises.
- Identify opportunities for recycling or reusing wastes and realise these through defined action plans.
- Measure and report the quantities of all of our major waste streams and the proportion of each waste stream that is recycled or re-used.
- Progressively reduce and eventually eliminate waste that is sent to landfill.
Contracted printing and product distribution services
Trinity Mirror recognises that certain operations which are contracted out - notably the printing of magazine supplements and the distribution by road of printed products - may have significant environmental impacts. Potential impacts include energy consumption from printing and road transport and VOC emissions and wastes arising from printing processes.
We expect our major print and distribution contractors to have environmental policies and programmes which are equivalent to our own.
It is Trinity Mirror's policy to:
- Do business only with print and distribution suppliers who have effective environmental policies and programmes and, wherever possible, are certified to either the ISO14001 or EMAS environmental management system standards.
- Work with our suppliers to measure and report the energy associated with contracted printing, contracted product distribution and business travel.
- Work with our suppliers to measure and report the consumption of VOCs attributable to Trinity Mirror publications that are printed externally.
- Work with our suppliers to measure and report the generation of wastes attributable to Trinity Mirror publications that are printed externally.
The Board continues to adopt a progressive dividend policy which is aligned to the free cash generation of the business. The free cash generation for the purposes of assessing the dividend is the net cash flow generated by the Group before the repayment of debt, dividend payments, other capital returns to shareholders and additional contributions made to the defined benefit pension schemes as a result of any substantial increase in dividends and/or capital returns to shareholders. When setting the level of dividends the Board will ensure that the Group maintains adequate headroom for investment and any unexpected cash flow requirements for historical events or to fund further restructuring. Based on the Board’s expectation of future cash flows, the Board expects dividends to increase by at least 5% per annum.
The Company will also continue to consider, if appropriate, the return of capital to shareholders through a share buyback if it has generated surplus cash and sees an opportunity to enhance earnings per share and therefore shareholder value. Prior to initiating a share buyback programme the Company will carefully consider the cash generation of the business, investment requirements and the Group’s obligations to the Group’s defined benefit pension schemes.
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Our staff are what makes us tick. Their talent, dedication, and enthusiasm are what drives us forward and they are our biggest asset. From the Board to every member of staff across the business, there is a pride in what we do and what we stand for.
In the ever changing media environment we are always looking at new opportunities to improve our brands and get our message out. As the landscape continues to evolve it is an exciting time to be a part of Trinity Mirror.
Our loyal readers and advertisers are attracted by the knowledge, insight and values that our iconic brands provide, none of which would be possible without our people.
If you have the skills and passion then come and join us.