BUSINESS COMPLIANCE POLICY FOR BUSINESS PARTNERS

Transcription

1 BUSINESS COMPLIANCE POLICY FOR BUSINESS PARTNERS

2 Table of Contents 1. Subject Matter and Objective Principles of Conduct General Law Abidance Bribery and Corruption Consultants / Intermediaries Gifts and Invitations Donations, Sponsoring, Contributions to Political Parties Violations of Fairness in Trade/Anti-Trust Legislation Combating Money-Laundering and Terrorism Implementing the STRABAG Business Compliance System Undertaking/Declaration of Compliance Whistleblower System Selection of Business Partners Sanctions in Case of Breaches... 5 Schedule... 6 Geschäftspartner Page 1 of 7

3 1. Subject Matter and Objective In a dynamic global marketplace it is indispensable for a group of companies operating internationally to continuously monitor potential dangers, identify risks early on and adapt existing processes to current developments and needs. Thus, it comes as no surprise that STRABAG SE and its affiliated companies place special emphasis on adherence to the laws and norms applicable in the countries where the group does business. This Business Compliance Policy for Business Partners summarises the essential and inalienable principles of conduct which our business partners must observe regardless of the type of contractual relations with our Group, e.g. under agreements with vendors, contractors, service providers, consultants and intermediaries or other contracts. For general information about our Business Compliance System, please visit our website. 2. Principles of Conduct 2.1 General Law Abidance Our business partners must abide by the laws applicable in the country in which they have contractual or other performance relations with our Group and in which they do business. This applies, without limitation, to legislation and rules regarding bribery, corruption and (other) criminally relevant conduct. 2.2 Bribery and Corruption The STRABAG SE Group will not tolerate any kind of bribery and/or corruption in relations with the public sector or private individuals in the context of business activities. In particular, it is not allowed to arrange impermissible benefits for third parties or to demand, allow to be promised or accept such benefits in business. Something is deemed to be impermissible if it is suited to result in undue influence on the actions and decisions of the recipient. Geschäftspartner Page 2 of 7

4 In no event will our business partners even offer unlawful material or immaterial benefits to public officials or persons/entities equivalent to these (i.e. relatives of public officials, companies owned by public officials etc.) in any shape or form whatsoever. This principle applies irrespective of whether such an offer would be made directly or through third parties (e.g. consultants or intermediaries) Consultants / Intermediaries Against this backdrop, it must be ensured that considerations to advisors, consultants or intermediaries are appropriate and will not be used to provide third parties, in particular public officials, with impermissible benefits Gifts and Invitations As a matter of principle, it must be assumed that gifts are meant to influence the decisions of the recipient in favour of the giver. The acceptance of gifts or benefits has an impact on the recipient s ability to make objective decisions. When our business partners work for the STRABAG SE Group, gifts and invitations will only be accepted or given/extended if they are reasonable and not linked with expectations of (undue) preferential treatment, return favours or other acts which would not have happened had the gift or invitation not been given/extended Donations, Sponsoring, Contributions to Political Parties Donations and other types of contributions to persons, groups or organisations, including political parties, must not be given with the expectation of impermissible benefits as a return favour, and will always only be allowed subject to applicable legislation. Business partners will not make any donations or other types of contributions to persons on behalf of a group company or employees of the STRABAG SE Group. 2.3 Violations of Fairness in Trade/Anti-Trust Legislation STRABAG and its business partners are committed to free and open competition on the world s markets. Our business partners must not be involved in unlawful and/or criminal Geschäftspartner Page 3 of 7

5 practices, such as arrangements with other companies or coordinated actions which aim at or cause obstacles, restraints or distortions of competition. This includes, without limitation, unlawful agreements or arrangements regarding pricing, terms and conditions, strategies or customer relations, market allocation and exchange of information relevant to competition. 2.4 Combating Money-Laundering and Terrorism Our business partners have taken sufficient precautions or will take appropriate measures to prevent money laundering through their companies. The punishable act of money laundering is defined as concealing illegal assets, in particular money, or obfuscating the source of such assets. Assets are illegal if they originate from certain unlawful acts. Our business partners will adhere to the laws applying to the import and export of goods and in particular to anti-terrorism laws. 3. Implementing the STRABAG Business Compliance System 3.1 Undertaking/Declaration of Compliance By signing a declaration to this effect, our business partners commit to abide by the above principles and conduct or assure and prove to us that they already have comparable codes of ethics or compliance systems in place. The Schedule hereto comprises related templates or sample declarations. STRABAG reserves the right to review documentation and request further information. 3.2 Whistle-blower System Business partners and their employees will report breaches of laws, regulations, guidelines, this policy and other rules governing mutual relations so that appropriate measures can be taken. For this purpose, our business partners and their employees may turn to the Group s Business Compliance Coordinator and the Regional Business Compliance Officer as well as to an external contact for the whistle-blower system. Geschäftspartner Page 4 of 7

6 As an incentive for the disclosure of breaches and the minimisation of damage, employees, business partners and their employees are exempted from disciplinary measures and actions under labour or contract law within the limits of applicable law if they report breaches and were only minimally involved in misconduct themselves. 3.3 Selection of Business Partners Our business partners will in turn carefully choose their own subcontractors whose services they use as contractors of our Group; they communicate the principles set forth in this policy or their own equivalent policy to their business partners if these work for the Group directly or indirectly, so as to ensure that these principles will also be adhered to further down the line. 3.4 Sanctions in Case of Breaches In the event that the principles of conduct contained in this policy or legislation are breached, the required organisational measures and sanctions under contractual law as well as other legislation will be taken as a reasonable response to the misconduct identified. This procedure also applies to the business relations between our business partners and their business partners. The STRABAG SE Group reserves the right to take appropriate steps against business partners, including the immediate termination of contractual relations and/or claims for damages or the filing of a (criminal) complaint with the competent authorities. STRABAG SE The Board of Management Geschäftspartner Page 5 of 7

7 Schedule The Business Compliance Policy for Business Partners defines the principles and requirements which STRABAG SE and its affiliated companies expects their business partners to adhere to and fulfil. STRABAG SE reserves the right to change the requirements in this policy in the event of reasonable amendments to the STRABAG SE Business Compliance System. In this case, STRABAG SE expects its business partners to accept such reasonable changes. Declaration(s) made by the Business Partner 1. Undertaking As a business partner of STRABAG SE or an affiliated company of STRABAG SE (hereinafter referred to as STRABAG ), we declare: 1. We have received the Business Compliance Policy for Business Partners of STRABAG, as amended on [***]. 2. We undertake vis-à-vis STRABAG to adhere to the principles of conduct set forth in the Business Compliance Policy for Business Partners as we work for STRABAG and/or its affiliated companies. 3. We have taken appropriate measures in our enterprise or will take such measures without delay to ensure that the rules set forth in the policy are complied with. 4. We will seek to have our affiliated companies and business partners we use in our work for STRABAG acknowledge this declaration to the same extent. 5. STRABAG will be entitled to demand from us written information about adherence to our requirements regarding conduct if there are indications that this declaration was breached to a more than insignificant extent. Requests for information are to be made in writing and are to safeguard our interests requiring protection, including, without limitation, trade and corporate secrets, and the rights of our employees, including, without limitation, data-protection rights. 6. We agree that this declaration is governed by substantive Austrian law to the exclusion of conflict of law rules (Private International Law) and the UN Convention on the International Sale of Goods (CISG). Place, date Signature Signature Name, function (please print) Name, function (please print) Please send this declaration to this address [***] within [***] days from receipt after it was duly signed by authorised representatives of your company. Geschäftspartner Page 6 of 7

8 2. Declaration of Compliance As a business partner of STRABAG SE or an affiliated company of STRABAG SE (hereinafter referred to as STRABAG ), we declare: 1. We have received the Business Compliance Policy for Business Partners of STRABAG, as amended on [***]. 2. We have taken note of the content of the Business Compliance Policy for Business Partners and hereby declare that we have already introduced and implemented organisational measures in the form of a comparable ethics/compliance system in our enterprise. Thus, adherence to the principles of conduct set forth in the Business Compliance Policy for Business Partners of STRABAG is ensured. 3. We enclose documents describing our compliance system as a Schedule to this declaration. 4. We will seek to have our affiliated companies and business partners we use in our work for STRABAG acknowledge this declaration to the same extent. 5. STRABAG will be entitled to demand from us written information about adherence to our requirements regarding conduct if there are indications that this declaration was breached to a more than insignificant extent. Requests for information are to be made in writing and are to safeguard our interests requiring protection, including, without limitation, trade and corporate secrets, and the rights of our employees, including, without limitation, data-protection rights. 6. We agree that this declaration is governed by substantive Austrian law to the exclusion of conflict of law rules (Private International Law) and the UN Convention on the International Sale of Goods (CISG). Place, date Signature Signature Name, function (please print) Name, function (please print) Please send this declaration to this address [***] within [***] days from receipt after it was duly signed by authorised representatives of your company. Geschäftspartner Page 7 of 7