Compliance with the Code of Ethics and Business Conduct
All employees have a responsibility to understand and follow the Code. In addition, all employees are expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code. A violation of the Code may result in appropriate disciplinary action including the possible termination from employment with Reed Elsevier, without additional warning.

The Code sets out general principles to guide employees in making ethical decisions, and they cannot and are not intended to address every specific situation. As such, nothing in the Code prohibits or restricts Reed Elsevier from taking any disciplinary action on any matters pertaining to employee conduct, whether or not they are expressly discussed in this document. The Code is not intended to create any expressed or implied contract with any employee or third party. In particular, nothing in this document creates any employment contract between Reed Elsevier and any of its employees.

The Boards of Reed Elsevier PLC, Reed Elsevier NV, Reed Elsevier Group plc and Elsevier Reed Finance BV are responsible for the final interpretation of the Code. Those Boards may revise, change or amend the Code at any time.

Reporting Suspected Non-Compliance

Duty to Report
Employees must promptly report any suspected violations of the Code (including any concerns regarding questionable accounting, internal accounting controls or auditing matters) or of applicable laws, rules or regulations by any Reed Elsevier employee or agent to their supervisor, a member of the appropriate Compliance Committee or Legal Department, a human resources representative or the Company Secretary.

Employees are required to make such reports regardless of the identity or position of the suspected offender. Reporting suspected violations of the Code or of the law is particularly important because failure to report criminal activity can itself be considered a crime. Failure to report knowledge of wrongdoing may result in disciplinary action against those who fail to report.

Reed Elsevier prefers employees to identify themselves when reporting violations or suspected violations because this will better enable Reed Elsevier to investigate the suspected wrongdoing. However, Reed Elsevier recognises that in some cases employees may feel it necessary to remain anonymous. Employees outside the United States should address any anonymous reports in writing to any member of the Global Compliance Committee, describing in as much detail as possible the alleged wrongful conduct, the individuals involved and the basis for the allegations. Employees in the United States should address any anonymous reports to Henry Horbaczewski, General Counsel of Reed Elsevier Inc, in accordance with the procedures followed by Reed Elsevier Inc. Anonymous reports of concerns regarding questionable accounting, internal accounting controls or auditing matters should be submitted to the Audit Committees of the Combined Boards.

Investigation of Reports
Reed Elsevier will investigate all reports of suspected violations of law or the Code, including anonymous ones. Employees must cooperate in the investigation of reported violations.

Confidentiality
Reed Elsevier will not disclose the identity of anyone who reports a suspected violation or who participates in a related investigation unless the employee submitting the report authorises such disclosure or such disclosure is required by law, regulation or legal process.

Protection Against Retaliation
Retaliation in any form against an individual who in good faith reports a violation of the Code or of law, even if the report is mistaken, or assists in the investigation of a reported violation, is itself a serious violation of this policy and of law. Any employee responsible for reprisals against co-workers for reporting in good faith known or suspected violations of law or the Code, or for assisting in an investigation of such a violation, will be subject to disciplinary action, up to and including termination. Any employee who submits a report that he or she knows or suspects may be false will also be subject to disciplinary action and possible termination.

Senior Officers
In addition to complying with the policies and practices of this Code, Senior Officers of Reed Elsevier must abide by the requirements of the separate Code of Ethics for the Chief Executive and Senior Financial Officers (referred to as the "Code for Senior Officers"). Senior Officers comprise the Chief Executive Officer and Chief Financial Officer of Reed Elsevier PLC and Reed Elsevier NV, and the Group Chief Accountant of Reed Elsevier Group plc, (collectively "Senior Officers"), all of whom must certify to their understanding and agreement to abide by the Code for Senior Officers. Pursuant to both these Codes, Senior Officers are required to uphold such standards as are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; full, fair, accurate, timely and understandable reporting in Reed Elsevier's periodic financial reports; and compliance with governmental rules and regulations.