X-Kit Code of Conduct

I. How we work together


A. Our values


We have a clear and simple set of values — in everything we do, we aspire to be brave,imaginative, decent and accountable. These values describe what is important to all of us,and guide us to do what is right for the worldaround us, helping us achieve our shared mission: to help people make measurable progress in their lives through learning.


B. How to use our Code


Our Code of Conduct (‘Code’) is intended to help us apply our values into consistent standards of conduct worldwide. It provides guidance on what is expected of each of us as we work to achieve our business goals and make Pearson a great place to work.

No code of conduct can cover every possible situation and this is why we continueto rely on one another to use good judgement and to speak up whenever we have questions or concerns. You should also be aware that Pearson has other global and local policies on topics that are not covered by the Code. You may visit thePearson Global Policies page on Neo for a listing of applicable global and local policies. Where appropriate, we have identified in the 􀀃Code where other policies may be applicable.

Sometimes local laws and customs or Pearson policies may conflict with our Code. In such instances, we apply the stricter standard. If you need help determining the stricter standard that applies, please contact your HR representative, Legal by contacting the lawyer who ordinarily covers your group or Compliance at compliance@pearson.com.


Who must follow our Code

Our Code applies to all Pearson employees and members of the Board.

Business partners including joint venture partners, vendors, franchisees, distributors and suppliers can have a direct impact on our reputation through their behaviour. For this reason, we expect business partners to meet the same high standards when working with Pearson or on our behalf. We will take steps to ensure that our business partners know and understand our expectations so that the interests of learners, customers and employees are protected.


C. What is expected of all employees

We must always meet the highest standards of honesty, integrity and ethical conduct.We are expected to:

  • Act in a professional, honest and ethical manner.
  • Be familiar with the information contained in this Code as well as company policies. Pay particular attention to the policies that are relevant to our job responsibilities.
  • Promptly report concerns about possible violations of laws, regulations, this Code and other Pearson policies to our manager or any of the teams mentioned in this Code.
  • Cooperate and tell the truth when responding to an investigation or audit and never alter or destroy records when an investigation is anticipated or ongoing.
  • Once a year, read, acknowledge and commit to complying with the Code.

Remember: no reason, including the desire to meet business goals, should ever be an excuse for violating laws, regulations, the Code or company policies.


Additional responsibilities of managers

If you manage people, you should:

  • Lead by example. Be a resource for others. Talk to your team, colleagues and business partners about how the Code and Pearson’s policies apply to their daily work and listen to their concerns and questions.
  • Create an environment where everyone feels comfortable asking questions and reporting potential violations of the Code and Pearson’s policies.
  • If a colleague approaches you with a report of a suspected violation, make sure you understand the issue and the circumstances under which it occurred and take responsibility to ensure that the issue is properly escalated and addressed.
  • Never encourage someone to violate the law, regulations, the Code or Pearson’s policies, even in an attempt to achieve a business goal, and never ask anyone to do something improper that you would not do yourself or that you believe is unethical.
  • If you oversee contractors or business partners, ensure that they understand our Code, and in particular our commitment to protecting the safety and well-being of learners.
  • Do not deal with or investigate possible violations on your own — instead contact your Human Resources representative, Legal by contacting the lawyer who ordinarily supports your group or Compliance for assistance and guidance about how to proceed. You are also encouraged to ask questions or make a report at PearsonEthics.com as explained further below.


D. Asking questions - Using PearsonEthics

If you have any questions or are concerned about something that seems to be in conflict with the law, regulations, the Code, or company policies, you have several options:

  • Contact your manager. Be as specific and detailed as possible so they understand your question or your concerns.
  • Contact your Human Resources representative. Contact Legal by contacting the lawyer who ordinarily supports your group. If you are unsure who to contact, note that there is a lead lawyer assigned to each Geography, Line of Business and for each Enabling Function.
  • Contact Compliance at compliance@pearson.com.
  • Go to PearsonEthics.com to ask a question or submit a report. You have the option to ask a question or report a known or suspected violation online or by phone.


Our non-retaliation policy

Retaliation of any sort in response to a report is completely unacceptable and undermines the purpose of PearsonEthics.com. Moreover, it is often illegal and exposes Pearson to liability.

If you think that you or someone you know has experienced retaliation as a result of reporting a breach of the Code, contact any of the teams mentioned in this section of the Code.


E. Compliance

Violating relevant laws, regulations, the Code or company policies, or encouraging others to do so may expose you to personal risk (including, in some cases, criminal exposure). Additionally, it also exposes Pearson to potential liability and puts our reputation at risk.
Violations will result in disciplinary action up to and including termination of employment. Certain actions may also result in legal proceedings. For any specific locak policies regarding discipline and investigatory matters, you should check with your HR representative.

Employees may also be subject to discipline for behaviour outside of work, including activities online that damage our reputation or are inconsistent with our concern for the well-being of learners.


For further information
Contact your HR representative, Legal by contacting the lawyer who ordinarily covers your group or Compliance at compliance@pearson.com. In addition, you may visit the Pearson Global Policies page on Neo for a listing of applicable global and local policies.

II. Respect and integrity at work


A. Diversity and inclusion


We value the unique contribution that each person brings to Pearson. We treat everyone with respect and dignity and base all employment decisions on merit, experience and personal aptitude. We do not discriminate on the basis of gender, race, national origin, religion, age, disability, gender identity or reassignment, sexual orientation, or any other characteristics or categories protected by specific Pearson employment policies or applicable laws.



  • Treat everyone with respect.
  • Encourage and listen to those who speak up and work to create a culture where others feel valued and understood.
  • Do not send obscene or discriminatory messages, remarks, or inappropriate jokes.
  • Harassment and bullying are never acceptable.
  • If you manage people, or are involved in recruitment and hiring, judge others based on performance, qualifications, abilities and potential. Avoid introducing unrelated considerations into your decisions. Use objective, quantifiable standards as far as possible.
  • Do not engage in favouritism for any reason.
  • Respect employees’ privacy, dignity and life outside work.
    Abide by local Pearson policies regarding diversity, inclusion and workplace conduct.
B. Harassment-free workplace
We do not tolerate intimidation, bullying or harassment.
Examples of harassing behaviours
  • Unwanted sexual advances or requests for sexual favours.
  • Unwelcome remarks, gestures or physical contact.
  • The display of sexually explicit or offensive pictures or other materials.
  • Sexual or offensive jokes or comments (explicit or by innuendo).
  • Verbal abuse, threats or taunting basedon an employee’s appearance, sexual orientation, beliefs or other characteristics protected under Pearson policies or applicable laws.
  • Maintain a work environment that is professional and free from harassment.
  • If possible, and you can do so safely,be direct, speak up and tell a person if you are upset by his or her actions or language, explain why and ask him or her to stop. You should also report your concerns to your manager, your HR representative, to anyone specified in your business 􀀃unit’s employment policies,or on PearsonEthics.com.
  • Don’t distribute or display obscene or discriminatory material including written, recorded or electronically transmitted messages (such as email, instant messages or content from the Internet).
  • Follow local Pearson policies regarding harassment and workplace conduct.
C. Health and safety
Everyone — employees, learners, customers, contractors and visitors to our facilities — have a right to expect a safe and healthy environment.
All employees and business partners are expected to understand and follow all of our health and safety policies and procedures. We must work together to keep our workplace free from hazards and foreseeable and preventable risks. Pearson’s Global Health & Safety Policy and Minimum Standards is available on the Global H&S Neo Space, and all employees are encouraged to review it annually.
Preventing workplace violence
Violence of any kind has no place at Pearson. We will not tolerate any acts or threats of physical violence against co-workers, learners, customers, visitors or anyone else on our property, during company travel or at company-sponsored events.
Firearms or other weapons, explosives and/or hazardous materials are not permitted on company property, parking lots, alternate work locations maintained by Pearson or at company-sponsored events, unless application of such policy would be
prohibited by law.


  • Be alert to health and safety risks and report hazards immediately to your manager and Health & Safety Coordinator. Report all incidents and injuries, including minor and ‘near misses’ (where an injury didn’t occur but could have) to your manager or H&S Coordinator, including those that occur while driving for work purposes or on business travel.
  • Maintain a neat, safe working environment by keeping work stations, aisles and other work spaces free from obstacles, wires and other potential hazards. Report any observed safety violations or threats or acts of violence to your manager, your HR representative, Health and Safety Coordinator Officer or contact PearsonEthics.com. You can also email healthandsafety@pearson.com with questions or concerns.
  • Follow local Pearson policies regarding health and safety.
Abuse of alcohol and drugs
We are committed to providing a safe and productive work environment and we want to ensure that our workplace is free from the use or abuse of illegal drugs, alcohol or other controlled substances.
While at work or on Pearson business, you should be alert, not impaired, and always ready to carry out your work duties. If you have a problem with substance abuse, seek professional help before it adversely affects you personally or professionally.
For further information:
Contact your HR representative, Legal by contacting the lawyer who ordinarily covers your group or Compliance at compliance@pearson.com. In addition, you may visit the Pearson Global Policies page on Neo for a listing of applicable global and local policies.

III. Working with our learners, customers and business partners

A. Protecting the safety and well-being of our learners


We serve learners of all ages including children, young people and vulnerable adults. At all times, we must remain focused on the best interests of our learners — providing a safe, supportive and age-appropriate learning environment whether in a classroom or online.



  • Understand your responsibility to safeguard and protect learners. Where abuse is alleged or suspected, the company, its employees or its agents may also have a legal duty to report it to relevant authorities.
  • Always report concerns about the safety or well-being of a child, young person or vulnerable adult. Report to appropriate managers and to protection agencies when necessary. Be sure to document your concerns and actions.
  • If, after reporting a concern, you do not think appropriate action has been taken, escalate your concern to your manager, Global Safe-guarding Officer, or contact 􀀃PearsonEthics.com.


B. Fair dealing


We are honest and respectful with our learners, customers, business partners and others. We work to understand and meet their needs, while always remaining true to our values and our Code.

We believe it is important to tell the truth about our services and capabilities and not make promises we cannot keep. We don’t take unfair advantage through manipulation, concealment, abuse of privileged or confidential information, misrepresentation, fraudulent behaviour, or any other unfair practice. In short, we treat others as we would like to be treated.



  • Be honest and treat others with respect. 
  • Be responsive to all reasonable requests from our customers, learners and business partners, but never follow a request to do something that you regard as unlawful or contrary to laws, regulations, the Code or company policies.
  • Respect the confidential information and intellectual property of others.
  • Promise only what you can deliver and deliver on what you promise.


Gathering business intelligence
When collecting business intelligence, employees and others who are working on our behalf must always abide by the highest ethical standards and be sensitive to potential legal concerns. Never engage in fraud, misrepresentation or deception to obtain information or use invasive technology to ‘spy’ on others. When exchanging any competitive information with a third party, recognise that doing so could cause severe consequences under anti-trust laws and may require guidance from Pearson’s Legal Department. We should always be careful when accepting information from third parties, know and trust their sources and be sure that the knowledge they provide is not protected by trade secret laws or non-disclosure or confidentialty agreements.


While we may employ former employees of competitors, we always recognise and respect the obligations of those employees of competitors, we always recognise and respect the obligations of those employees to not use or disclose the confidential information of their former employers.


C. Fair competition and anti-trust


We never engage in any practices that are anti-competitive or which limit competition through illegal or unfair means.


Fair competition or anti-trust laws are very complex and we need to ensure that we comply with them. If you’re in a meeting or in contact with a competitor and you become concerned about anti-competitive practices, you should leave the meeting or conversation immediately and contact the Legal department. Anti-trust law can carry criminal penalties for individuals as well as severe consequences for the company so we need to respond extremely quickly in this kind of situation.


At all times, we should conduct business completely in accordance with fair trade practices and all competition and anti-trust laws. In essence, these prohibit any form of collusion with competitors whether direct or through third-parties. We should not exert inappropriate pressure on suppliers or customers and we must always make our own commercial decisions.


For example, employees must not:

  • Coordinate, directly or indirectly, with competitors to affect price or production/ supply levels, terms of trade, dealing procedures or to share or partition markets.
  • Coordinate, directly or indirectly, with other bidders (‘bid rigging’) in any private or public tender, or attempt to influence the outcome or try to do so.
  • Exchange any competitively sensitive information with competitors (e.g., pricing, costs, or other confidential information, part or future, even on an occasional basis). This includes indirect exchange through third parties, suppliers or customers (and employees must take particular care with market intelligence).
  • Attempt to control or set the re-sale prices of Pearson products by customers or to bundle products for the purpose of requiring a customer to purchase additional products without consulting with the Legal Department for guidance.


When in doubt, you should contact the Pearson Legal department as this is a complex area of the law.


D. Doing business with government and government officials


Directly and through our third parties, agents and partners, we conduct business with governments and government-owned entities. Our policy is to comply fully with all applicable laws and regulations that apply to government contracting and transactions. We must be particularly aware that the term 'government officials' may include customers such as professors, teachers, and other school personnel or administrators.


Business dealings with governments and government officials carry additional responsibilities and care must be taken. The following are some of the areas where special awareness and compliance may be necessary.


Gifts to and the entertainment of government officials
No gifts or other benefits, including hospitality and entertainment, can be offered to a government official. If it could be conducted as influencing any business decision or to obtain improper advantage. In the case of government officials, hospitality, entertainment or other similar expenses require prior authorisation from the Anti-Bribery & Corruption (ABC) Designated Managers. ABC Designated Managers (ABC DMs) are appointed to each Geography, Line of Business and Enabling Function to monitor compliance with the ABC Policy and to grant approvals as required by the ABC Policy.


Contracts and bidding
Pearson and its employees must always follow specific laws and procedures designed to ensure that government contracts are awarded fairly. To ensure
compliance with these rules:

  • Follow bid, tender and other contracting rules and requirements. 
  • Respond promptly to internal enquiries regarding Requests for Proposal (RFPs), bids, and other conflict of interest and ethics questionnaires
  • Follow the relevant rules and procedures concerning sharing or accessing confidential information associated with a bid.
  • Never agree with a competitor or business partner to submit a non-competitive bid.
  • Observe required ‘cooling off’ restrictions and do not otherwise discuss employment opportunities with a government official who is engaged in the procurement process.
  • Do not use, hire or compensate a former government official without prior approval from Legal and Corporate Affairs.


Requests from government agencies and authorities
In the course of business, you may receive enquiries from regulators or government officials. In all cases, you are expected to respond to requests for information in an honest and timely manner. Before responding to a request for information, you should consult with Legal by contacting the lawyer who ordinarily covers your group or Corporate Affairs, particularly if the request is not of an ordinary or routine administrative nature.


For further information:
Contact your HR representative, Legal by contacting the lawyer who ordinarily covers your group or Compliance at compliance@pearson.com. In addition, you you may visit the Pearson Global Policies page on Neo for a listing of applicable global and local policies.

IV. Avoiding conflicts of interest and combatting corruption


A. Conflicts of interest


A conflict of interest may occur when our interests or activities affect our ability to make objective decisions for Pearson. Each of us is expected to avoid situations that can lead to even the appearance of a conflict.


It is impossible to describe every potential conflict of inetrest, which is why it's important to ask questions. When in doubt, discuss the situation with your manager.


The following are common examples of potential conflict of interest; others may be covered in local Pearson policies:


  • Corporate opportunities

Do not compete with any activity or business of the company, directly or indirectly, or use the knowledge gained here to help anyone else compete with us. If you learn of a business opportunity in the course of your work, discuss the opportunity with your manager or the manager of the appropriate business unit.


  • Friends and relatives

Do not do business on behalf of Pearson with a company or organisation from which you or a member of your family may receive direct, financial benefit.


  • Personal relationships

Pearson respects the privacy of its employees but recognises that, in some cases, personal relationships may interfere with workplace dynamics. Employees — at any level — may not have an intimate or family relationship, by birth or by marriage, with another employee. If they have any influence over the other employee’s salary or career path, or if the other employee reports in through their management chain. If such a personal relationship exists or develops, it must be disclosed promptly to your Human Resources representative so that a determination can be made if further action is needed to address the conflict, such as altering the reporting management chain.


  • Outside employment and investments

Pearson does not prohibit employees from engaging in certain types of outside employment — such as part-time work — but to make sure that potential conflicts are addressed, always disclose and discuss outside employment with your manager.


Personal investments in companies that compete with Pearson are not allowed unless they consist of small amounts of shares in publicly-traded companies. If you have questions, concerns, or are in doubt, you should contact someone at the company as provided for in this Code.


  • Journalistic integrity and independence

As a publisher of leading international business titles, we have a particular responsibilities to set the highest standard of practices in financial journalism. It is vital that no one at The Financial Times Limited (FT) should undertake any activity that could possibly leave them or the FT open to allegations of having use their position for personal profit or any kind of undue market manipulation.


It is fundamental to the integrity and success of the titles published by the FT that the company upholds the highest possible professional and ethical standards of journalism, and is seen to do so. This places a responsibility on every FT editorial employee and contributor to conduct her/himself according to practices which reinforce the FT’s reputation for accuracy, truthfulness, honesty and authority.


Circumstances can change and new conflicts can surface over time, which is why it is important to reassess your situation regularly and discuss any potential conflicts with your manager.


B. Anti-bribery and corruption


Pearson has a zero-tolerance policy towards bribery and corruption. Bribery and corruption in all of its forms are completely contrary to our values, the Code and company policies.


We comply with anti-bribery and anti-corruption laws and regulations and support efforts to eliminate bribery and corruption worldwide. We work hard to make sure that our business partners share our commitment and understand that their actions could have negative consequences for the Company.


Pearson’s Anti-Bribery & Corruption Policy
Pearson’s Anti-Bribery & Corruption Policy (ABC Policy), is applicable to all Pearson employees, is available on the Pearson Global Policies page on Neo and should be reviewed for more information and guidance.


ABC Designated Managers (ABC DMs) are appointed to each Geography, Line of Business and Enabling Function to monitor compliance with the ABC Policy and to grant approvals as required by the ABC Policy.


Bribery is a crime in the countries where Pearson operates and penalties can be severe. If you have questions or concerns you should discuss them with your ABC Designated Manager or review the ABC Policy.



  • Do not offer or accept bribes, or any other kind of improper payment including facilitation payments.
  • Keep accurate books and records so that payments are honestly described and company funds are not used for unlawful purposes.
  • Know who you are doing business wirh and confirm your Anti-bribery & Corruption (ABC) Designated Manager that appropriate due diligence has been conducted.
  • Never do anything through a third party that you are not allowed to do yourself.


C. Gifts and entertainment


In many countries where Pearson does business, there are generally accepted customs regarding the exchange of business gifts and entertainment. When handled properly, appropriate and reasonable gifts and entertainment can strengthen business relationships. But when abused, they can damage our reputation, harm our business and may even be illegal.


Extra care needs to be taken when dealing with government officials. For more information see the section on Doing business with the government and government officials.


Gifts and entertainment may only be given if they are reasonable complements to business relationships, are consistent with Pearson’s internal policies, and are in keeping with all applicable laws and the business etiquette of the recipient’s company or country.


Pearson policy generally permits the giving and receiving of business gifts of nominal value that are customary business courtesies and are reasonable in value and frequency.


Note that we should never attempt to avoid these rules by using our personal funds or by engaging an agent or representative to pay for any business gift or entertainment that we cannot pay ourselves.



  • Only provide and accept gifts and entertainment that are reasonable complements to business relationships.
  • Do not solicit personal gifts, favours, entertainment or services.
  • Do not give or accept gifts of cash or cash equivalents. This is never allowed.
  • Understand and comply with the policies of the recipient’s organisation before offering or providing gifts, hospitality or entertainment.
  • Be especially careful when using agents or third parties who represent us.


For further information:
Contact your HR representative, Legal by contacting the lawyer who ordinarily covers your group or Compliance at compliance@pearson.com. In addition, you may visit the Pearson Global Policies page on Neo for a listing of applicable global and local policies.

V. Protecting our information and assets


Privacy and personal information



At Pearson, we respect and protect the rights, freedoms and dignity of all individuals who entrust us with their personal information. These include learners, parents and guardians, our customers, website and app users, employees and third parties. Protecting this information is more than a legal requirement — it is a matter of trust.


As a global company in a digitally connected environment, we respect all applicable laws relating to data privacy. Some types of information, generally referred to as Personally Identifiable Information (PII), require an extra degree of care. PII is any data that could by itself, or in combination with other information, be used to identify an individual including:

  • Name or an email address.
  • Health, medical and biometric information.
  • National identity numbers.
  • Credit card or bank account numbers.
  • Age, race, ethnicity, sexual orientation, and certain non-professional affiliations, memberships and preferences.
  • Assessment or performance results of any kind.
  • Information related to offences or alleged offences, such as criminal convictions and prosecutions.
  • Information which may lead to or cause damage to a person’s reputation.


Some business units involve the collection of student data. This data is a type of PII and we should treat it with the utmost care.



  • Be accountable for protecting PII and stay informed about our PII related policies.
  • Promptly report any actual or suspected unauthorised uses, disclosures or access to your manager or the Pearson Security Operations Centre at soc@pearson.com.
  • Limit the collection and use of PII to legitimate business purposes and retain PII only as long as needed and in accordance with company policies.
  • Be transparent about our privacy practices and how individuals can contact us with questions or concerns.
  • Only share PII with those who have a legitimate need to know and whose access is appropriately authorised.
  • When we use third parties to provide services for us, we should make sure our policy requirements are reflected in our contracts with them.
  • Where there are laws limiting the transfer of personal information to another country, work with our IT team and Legal on ways to accomplish business goals and to protect individual rights.


For further information, contact your manager, the Chief Privacy Officer or Legal.


B. Protecting our assets



We all have a responsibility to protect company property, to make sure it is taken care of, and that it is not used for personal purposes except in limited circumstances. When in doubt, you should consult your manager.


Company assets include our buildings, equipment, computers, office and mobile telephones, PDAs, faxes, files, documents, inventory and supplies. Our assets also include intellectual property and confidential information.


Proper use of information technology
Employees must take care that their use of Pearson’s electronic systems and resources does not expose the company to the risk
of security or confidentiality breaches, legal claims, sabotage, viruses, or similar problems.


Limited personal use is permitted as long as it is kept to a minimum and has no adverse effect on productivity and the work environment.



  • Only use software that has been properly licensed. The copying or use of unlicensed or ‘pirated’ software on Pearson’s computers or other equipment is strictly prohibited.
  • Report any suspicions you may have concerning theft, embezzlement or misappropriation of any Pearson property.


C. Confidential information



The unauthorised release of confidential inforamtion can cause us to lose a critical competitive advantage, cause reputational harm to Pearson, and damage our relationships with customers and others. Each of us must be vigilant and safeguard our confidential information as well as condential information that is entrusted to us by others.


We respect all patents, trademarks, copyrights, proprietary information and trade secrets, as well as the confidentiality of anyone with whom we do business.



  • Use and disclose confidential information only for legitimate business purposes.
  • Properly label confidential information to indicate how it should be handled, distributed and destroyed.
  • Protect intellectual property and confidential information by sharing it only with authorised parties.
  • Observe company ‘clean-desk’ guidelines particularly in open-office environments and always safeguard confidential or other valuable company materials in work areas.
  • 􀀃Never discuss confidential information when others might be able to overhear what is being said, for example on planes or in elevators or when using mobile phones, and be careful not to send confidential information to unattended fax machines or printers.
  • Immediately report the loss of any misplaced information.
D. Insider dealing


We comply with securities laws and do not trade in the securities of any public company — including Pearson — when we are in possession of non-public, material or price-sensitive information. ‘Material or price-sensitive information’ includes any information that an investor would consider important when deciding whether to buy, sell or hold a share. This can include news about acquisitions, financial results, important management changes, commencement or termination of major contracts as well as news about the financial, operational or environmental performance of a company.
In addition, we keep a list of insiders who cannot trade in Pearson’s shares except during ‘open periods’ when a trade has been approved.
Violations of insider dealing laws can result in significant penalties for the company and for the individuals involved.

  • Never use, for your own or others’ benefit, any company's information that has not been made public.
  • Be careful when others request confindeital information about Pearson or our business partners. Even casual conversations could be viewed as illegal ‘tipping’ of inside information.
  • Information that has not been made public must not be released outside of Pearson unless requested through the formal legal process.
E. Accurate books and records
We are committed to transparency and to making full, accurate, timely and clear disclosure on required financial or other reports that are filled with or submitted to regulatory authorities.
Employees with a role in the preparation of our public, financial and regulatory disclosures have a special responsibility in this area, but all of us contribute to the process of recording business results and maintaining documents. Each of us is responsible for helping to ensure the information we record is accurate, timely and complete and would not jeopardize the reliability and integrity of our books and records.
  • Never make false claims on an expense report or time sheet.
  • Be as clear, concise, truthful and accurate as possible when recording any information. Avoid exaggeration, inappropriate language, guesswork, legal conclusions, and derogatory characterizations of people and their motives.
  • Ensure that financial entries are clear and companies do not hide or disguise the true nature or timing of any transaction.
  • When reviewing or approving a transaction, give appropriate time and detail to ensure adherence to our policies and procedures.
  • Only sign documents, including contracts, that you are authorised to sign and that you believe are accurate and truthful.
  • Maintain all corporate records for legally required minimum periods and in accordance with the company’s document retention policies and procedures and legal requirements.
  • Documents should only be destroyed in accordance with our document retention policies and procedures, and never in response to or in anticipation of an investigation or audit. If you receive notice from Legal ‘ordering a hold’ on document destruction, or if you are unsure as to whether documents are subject to a legal hold, you should check with Legal or Compliance prior to destruction to ensure that the records aren’t needed for an ongoing or pending investigation or audit.
F. Communicating with the public
It’s essential that our public communications are clear, consistent and accurate. Only authorised persons should speak with the media or members of the investment community on behalf of Pearson.
  • Communicate honestly and openly with those who have an interest in our company, including colleagues, suppliers, customers and shareholders.
  • Conferences and external presentations are an excellent way to share our expertise with others, but they must be reviewed by management and may need to be reviewed in advance by Legal or Corporate Affairs.
  • If you receive a question from the media about the company’s business, refer it to Corporate Affairs and do not respond yourself.


Using social media

  • When using social media, never give the impression that you are speaking on behalf of Pearson unless you are authorised to do so. You should disclose that you are an employee and make it clear that your views are yours alone.
  • All users of social media should follow the same principles expected in their other behaviours at work and outlined in this Code. In particular, remember that any harassment, bullying, discrimination or retaliation that would not be permissible in the workplace is not permissible online.
For further information
Contact your HR representative, Legal by contacting the lawyer who ordinarily covers your group or Compliance at compliance@pearson.com. In addition, you may visit the Pearson Global Policies page on Neo for a listing of applicable global and local policies.

VI. Being a good corporate citizen


A. Corporate responsibility



As a company whose purpose is to help transform lives, much of our business involves keeping faith with the public. While all companies strive to be socially responsible, we know that this must be a priority for us if we are to earn and maintain the public’s trust.




Community engagement

The most significant cotribution we make to societ is to help people get on in life through learning. Many of the biggest global education challenges cannot be tackled by one company alone. For this reason we partner and collaborate with others — including local groups, governments, and non-governmental organisations (NGOs). Through collaboration we help inform, innovate and test new models of working, both commercially and through our charitable giving.


We also encourage our employees to get involved in their local communities and we encourage and enable our people to give time and money to good causes.


Human rights

Our values mean we respect the human rights and dignity of people. We are a founder signatory of the UN Global Compact; we support universal human rights, including equal employment, freedom of speech and of association, and cultural, economic and social well-being. We oppose illegal or inhumane labour practices.

  • Report any suspicion or evidence of human rights abuses in our operations or in those of our business partners to your HR representative, Legal by contacting the lawyer who ordinarily covers your group, Compliance, or Corporate Affairs.


Environmental stewardship

We have a responsibility as a company to take proper care of the environment and to manage and minimise our impact on the environment.

  • At a minimum, we comply with the relevant environmental laws and regulations applicable in each country in which we operate.
  • Take account of environmental responsibility as a factor in business decision making.
  • Work with our business partners to ensure that they support our environmental objectives.


B. Political activities



The focus of Pearson’s political advocacy and activities is our commitment to serving the needs of learners.


We respect the rights of employees to voluntarily participate in the political process including making their own personal political contributions, assisting in political campaigns and expressing their personal, political views. In certain business units, Pearson provides limited paid time-off to vote, but apart from this limited exception, Pearson prohibits the use of company time or property for the purpose of assisting in any political campaign or promotion of any political candidate. Pearson does not make corporate political contributions to any political party or candidate running for election or re-election to a government politicaly office.

Company executives in the U.S. must also abide by additional restrictions — generally referred to as ‘pay-to-play’ regulations — that limit personal political contributions when Pearson is engaged in certain government-related business activities.



  • Never commit corporate funds to any political party or candidate.
  • Take steps to ensure that your personal political opinions and activities are not viewed as those of the company.
  • Any expenditure on political lobbying or for the purpose of attempting to influence the political process should be pre-approved by Corporate Affairs.
  • Never pressure another employee to contribute to, support, or oppose any political candidate, party or political effort.
  • Holding or campaigning for political office must not create, or appear to create, a conflict of interest with your duties.
  • Comply with all laws, regulations and our standards.


Journalists may be subject to additional restrictions. For example, local policies relating to editorial independence may restrict personal contributions in some instances.


C. Global trade



We are committed to complying with applicable export and import controls, money laundering regulations, customs, and other relevant laws in the countries in which we operate and do business. Each of us is responsible for knowing the laws that apply to our jobs, and seeking expert advice if in doubt about the legality of an action.



  • Maintain appropriate import, export and customs records at each Pearson business location.
  • Seek guidance from Legal to ensure that transfers of information, technology, products or software across borders comply with laws governing imports and exports.
  • Always consult the appropriate Pearson resources when doing business involving countries or individuals to which sanctions apply.


Dealing with ‘sanctioned’ countries and individuals

Compliance with laws, regulations and policies relating to trade and economic sanctions can be especially complicated, but failure to comply can have serious consequences for the company.


For these reasons, if you have any sanction-related questions or concerns, you should notify Legal by contacting the lawyer who ordinarily covers your group, or the Compliance team before conducting business with a company or individual resident in a sanctioned country. For more information about transactions with sanctioned countries, ‘Pearson’s Treasury Policy’ is available on the Finance Neo space.


For further information:

Contact your HR representative, Legal by contacting the lawyer who ordinarily covers your group or Compliance at compliance@pearson.com. In addition, you may visit the Pearson Global Policies page on Neo for a listing of applicable global and local policies.

VII. Resources


Our Code covers many of the ethics and compliance topics that we are likely to face in our work, but no code can cover every possible situation. That is why it is important to remember that you have other resources in addition to our Code that you can use to help you make good decisions.

  • The most important resource is you. Rely on your experience and good judgment. But remember, in order to make informed decisions you must know and understand the policies,
    laws and regulations — especially those that apply to your job.
  • Think about our values. Our values — brave, imaginative, decent and accountable — exist to help us stay on course, make the right decisions, and be clear about our priorities.
  • In any situation if you’re not sure what to do, count on your colleagues and managers. Don’t be afraid to ask questions and get help.


For more information, if you have questions or if you would like to report a violation or suspected violation:

  • Contact your manager. Be as specific and detailed as possible so they understand your question or your concerns.
  • Contact your Human Resources representative.
  • Contact Legal by contacting the lawyer who ordinarily supports your group. If you are unsure who to contact, note that there is a lead lawyer assigned to each Geography, Line of Business and for each Enabling Function.
  • Contact Compliance at compliance@pearson.com.
  • Go to PearsonEthics.com to ask a question or submit a report. You have the option to ask a question or report a known or suspected violation online or by phone.
  • Visit the Pearson Global Policies page on Neo for a listing of applicable global and local policies.

Frequently Asked Questions


I work at the Financial Times. Does the Code apply to me?


Yes, it does not matter what the company
is called. The Code covers all employees in any company that is ultimately majority owned by Pearson.


I’m a manager and I’m not clear what I should do if someone comes to me with a potential breach of the Code — and what if it involves a senior leader?


No matter whom the allegation involves, it is important that appropriate people are informed so that the situation can be resolved. You are encouraged to use any of the avenues for asking questions and reporting concerns that are listed in the Code. If for any reason you are uncomfortable making a report to a particular person, you can report the allegation using PearsonEthics.com.


If I observe misconduct in an area outside of my responsibilities, what should I do?


You are primarily responsible for the people who report to you, but all Pearson leaders have a responsibility to help the company address misconduct. In many cases, the best approach is to talk first with the manager who oversees the area where the problem is occurring. But if this doesn’t work, isn’t feasible, or you are in doubt about the best approach, you should talk to your HR Representative, Legal, Compliance, or report the misconduct using PearsonEthics.com.


Contacting PearsonEthics.com
PearsonEthics.com 􀀃is a confidential way to get answers to your questions and concerns and to report possible violations. It is operated by an independent company, is available 24 hours a day, 7 days a week, and is multilingual.


At PearsonEthics.com you will also be given the option to ask a question or make a report by phone. If you telephone, the operator will listen to the concern or question, ask clarifying questions if necessary, and then write a summary report. The summary will then be provided to Pearson for assessment and further action, as appropriate.


After making a report, the reporter will receive an identification number to follow up about their report. Following up is especially important if the report is submitted anonymously — an option that is available in most but not all of the countries where we operate. This identification number will enable the reporter to report back with additional information and track the resolution of the case; however out of respect for privacy, Pearson will not be able to inform the reporter about individual disciplinary actions.


All reports will be kept confidential to the extent practical, except where disclosure is required.


Some countries, including many in the European Union, have specific rules to the use of PearsonEthics.com, which in some cases may limit the types of reports that can be accepted.


Making the right choice — Guidelines for ethical decision-making
You may find yourself in a situation in which you are uncertain about what to do. It may help to ask yourself:


  • Is it consistent with Pearson’s values of brave, imaginative, decent and accountable?
  • Would you be comfortable reading about it in the newspaper?
  • Would it harm Pearson’s reputation or yours?
  • Does it seem ethical to you and to those whose opinion you respect?
  • Could the decision be improper to a learner in any way?
  • Is it legal and consistent with our policies and our Code?


If you are not sure, do not make the decision or take the action until you get additional help and guidance.


One of my colleagues sends e-mails containing jokes and derogatory comments about certain nationalities. They make me uncomfortable, but no one else has spoken up about them. What should I do?


If you feel comfortable doing so and can do so safely, you should tell the colleague to stop the behaviour. You should also report your concerns to your manager, your HR representative, to anyone specified in your business unit’s employment policies, or on PearsonEthics.com. Sending such jokes violates our core values, as well as our policies. By doing nothing you are condoning discrimination, a hostile work environment and tolerating beliefs that can seriously erode the team environment.


While on a business trip, a colleague of mine repeatedly asked me out for drinks and made comments about my appearance that made me uncomfortable. I asked him to stop, but he wouldn’t. We weren't in office and it was 'after' hours. WHat do I do if this happens again?


This type of conduct is not acceptable whether or not it takes place in Pearson's offices. Be firm, and tell your colleague such actions are inappropriate and must be stopped. You should also report the problem to your manager, your HR representative, or to anyone specified in your business unit's employment policies, or on PearsonEthics.com


During my recent performance review, my manager was highly critical of my performance and I felt intimidated and bullied by the tone of the comments. Is this a violation of the Code and our policy against harassment?


Our policy against bullying and intimidation is not intended to prohibit managers from providing clear performance guidance. For example, statements such as ‘unless you improve your performance your employment may be terminated’ are not considered ‘bullying’ or ‘intimidation.’ However, there are instances where managers may cross a line. If you have questions or concerns, you should contact your HR representative, or anyone specified in your business unit’s employment policies, or


Are subcontractors working on our premises expectedto follow the same health and safety policies and procedures as employees?


Absolutely. Managers are responsible for ensuring that third parties at workon our premises understand and comply with all applicable laws, and regulations governingthe particular facility, as well as with additional requirements Pearson may impose.


I received sensitive pricing information from one of our competitors. What should I do?


You should contact your manager and Legal without delay and before any further action is taken. It is important that from the moment we receive such information, we demonstrate respect for anti-trust laws and we make clear that we expect others to do the same. This requires appropriate action that can only be decided on a case-by-case basis.


I am planning to attend a trade show. Are there any special precautions I should take to avoid a potential anti-trust problem?


Trade association meetings and other industry gatherings typically serve perfectly legitimate and worthwhile purposes. However, these meetings also provide a potential pitfall under the competition and anti-trust laws because they bring together competitors who may be prone to discuss matters of mutual concern. You must be especially careful to avoid discussions or exchanges of information relating to competitive matters. If competitors are discussing these matters, you should excuse yourself and report the situation to Legal immediately.

I have questions about the use of third parties that may be ‘go-betweens’ helping us with local government authorities. What should I do to make sure that they do not get us into trouble?


You are right to be concerned. Control over agents and other third parties who are operating on Pearson’s behalf is important. We should ensure that their reputation, background and abilities are appropriate and meet our ethical standards. Agents and third parties are expected to act in accordance with the requirements set out in this Code. As a general rule, we must never do anything through a third party that we are not allowed to do ourselves.


Sometimes when I am travelling, I see practices that I would consider inappropriate, but they are common practices in the country I am visiting. What should I do if I am asked to provide what I consider to be a bribe but what the locals think of as a common business courtesy?


You should decline and inform the person that your company’s policies prohibit you from making such payments. Remember: no matter where you are our policies apply. You must never provide a payment or anything of value to gain an improper business advantage.


What if I am threatened and forced to provide a cash payment to a public official before I am allowed to exit the country?


When failure to make a payment to a public official puts you or your family under threat of imminent bodily harm, you may make the payment that is demanded. You should report the situation as soon as possible to your manager. Without exception, any such payment must be reflected accurately in the company's books and records.

When I was travelling, I received a gift from a supplier that may be considered excessive, but I’m not sure. What should I do?


If you received any gift which you think may exceed our limits (nominal value), you should report it immediately to your Anti-Bribery and Corruption (ABC) Designated Manager who will then decide how the gift should be disposed of or used and what further steps, if any, are necessary.


A business partner invited me to attend a sporting event with him and sit in his firm's􀀃 suite. Is it acceptable for me to go?


Attending a sporting event with a business partner may be an appropriate business courtesy, as long as doing so is consistent with Pearson’s Anti-Bribery and Corruption Policy, and the value of the tickets is within limits. However, in this case, the tickets include access to a firm's suite and are likely to have a high monetary value. You should discuss the matter with your ABC Designated Manager and seek pre-approval. Also remember that if the tickets were for your personal use and the business partner was not attending the event with you, the tickets would be considered an unacceptable gift since there would be no business purpose for you to attend the event.

A report I found on the photocopier contains a lot of confidential HR records, including payroll information for our team. I do not want to get anyone into trouble, but I do not think it is right that this kind of information is left for all to see. What should I do?


You should return the report to your HR representative in confidence straight away, and report your discovery and actions to the Chief
Privacy Officer. Protecting confidentiality and privacy is the responsibility of each employee. Whoever left the papers in the copier will be
counselled on their duty to protect the confidentiality of others.

When am I allowed to place a trade in Pearson shares based on material information?


You can trade on material information only after it is made public by the company and after obtaining any required internal clearance through the Company Secretarial.


At the end of the last quarter reporting period, my manager asked me to record additional expenses even though I had not received the invoices from the supplier and the work had not started. I agreed to do it, mostly because I did not think it really made a difference since we were all sure that the work would be completed in the next quarter. Now I wonder if I did the right thing.


Costs must be recorded in the period in which they are incurred. The work was not started and the costs were not incurred by the date you recorded the transaction. It was therefore a misrepresentation and, depending on the circumstances, could amount to fraud. In such a situation you should report the matter to your HR representative, Legal, Compliance, or on PearsonEthics.com.

I will be attending a fundraiser for a candidate for local office. Is it acceptable to list my position at Pearson on the attendee list and in the programme as long as I don’t use any company funds or resources?


In some jurisdictions, you may be required to list your employer when making a personal political contribution including when attending fundraising events. However, apart from such legal requirements, you should make it clear that your personal political activities are distinct from the company’s.


I would like to invite an elected official to speak at an upcoming company event. Would that be a problem?


You must get approval from Corporate Affairs before inviting an elected official to attend a company event. Laws governing contributions are complex, and in some jurisdictions if the invitee is in the midst of a re-election campaign, the company event could be viewed as support for the campaign and the food and drink at the event may be considered gifts. In most instances there would be limits and reporting obligations that must be carefully followed.