The KAEFER Code of Business Conduct KAE010GI00 Code of Conduct 2013-01-01 GB Rev: 3
Message from the Chairman One group one code From skilled labour on the construction site to project management and all the way through to group management our daily work shapes the public perception and reputation of KAEFER. It determines our success, not just as a company, but also as individuals. Our sustainable mindset, our high health & safety standards, our customers satisfaction and our economic development are all direct results of our own actions and the way in which we carry them out. We are not just insulators, interior outfitters, scaffolders, engineers or office workers we are KAEFER ambassadors worldwide! Everyone of our employees all over the world influences and shapes KAEFER on a local as well as global scale. The result: a skilled and globally interconnected company which commits itself to pursuing the vision to eliminate the energy waste by living its mission to offer the most professional complete insulation solutions to its clients every single day. In doing so, of course, we all have a legal and moral responsibility for our actions: signing contracts, building relationships with our clients and following health & safety guidelines are only a few aspects of the daily business where inappropriate behaviour could not only put the company, but also the individual, at a disadvantage. Cultural diversity within the group implies a variety of legal forms and moral norms. At the same time, a shared commitment is essential to transcend the borders of the individual KAEFER countries, following our understanding of common spirit local diversity. These are the reasons which compelled us to introduce the KAEFER Code of Business Conduct. It shall serve as the underlying code of the KAEFER Group and all its employees. In this way we strive to provide a professional, sustainable and ethical model for KAEFER employees to do business worldwide. I wish you lots of good fortune in following our code. Peter Hoedemaker Chairman The KAEFER Code of Business Conduct 2
I. Introduction and scope GUIDELINE INTEGRITY ETHICAL BEHAVIOUR KAEFER stands for well-trained and motivated employees, technical competence, quality, safety, innovation and customer orientation. This corporate image arises from the law-abiding and ethical behaviour of all our employees. In the course of its business transactions KAEFER has many legal obligations which it must comply with. This leads not only to a number of obligations to be discharged within a given period, but also to necessary controls, since deficits in compliance with regulations can result in considerable financial loss and damage of reputation for KAEFER, as well as causing competitive disadvantage. KAEFER s reputation is built by the conduct and integrity of our employees. The KAEFER Code of Business Conduct shall help all employees to secure themselves against legal disadvantages and liability risks, to organise necessary controls as efficiently as possible and to optimise the motivation to support improvements in our processes and procedures. The KAEFER Code of Business Conduct is a broad framework and does not address every situation in which questions of business conduct may arise, but should serve as a guideline for all our employees worldwide. The KAEFER Code of Business Conduct is a binding internal standard applicable to all business transactions and activities on the basis of applicable laws. It applies to all individuals and entities belonging to the KAEFER Group, regardless of their position or location. Each of our managers and employees is responsible for the observance of this KAEFER Code of Business Conduct. In case that the local law applicable to a region, country or business may require more than what is specified in this code, the stricter policy or law needs to be followed. The KAEFER Code of Business Conduct 3
II. Responsibilities of each KAEFER employee FAIRNESS TRUSTING INTERACTION COOPERATION All KAEFER employees contribute towards a corporate environment characterised by fair and just cooperation. Tolerance and trusting interaction during day-to-day activities belong to the fundamental convictions of the company. In addition to this, every employee is committed to responsible behaviour and integrity. The personality and dignity of each individual must be respected. Mutual appreciation is based on internal conviction and a willingness to participate. This also means that problems at the workplace can be discussed and solutions can be sought jointly. Only then can an atmosphere characterised by openness, tolerance and fairness develop. KAEFER employees should contribute towards a positive atmosphere by means of their behaviour towards each other. The possibility of getting to know and coming to respect other cultures and mentalities in the course of cooperative work is an enrichment and a valuable quality. In terms of their behaviour, they also represent the company and its reputation outwardly, and exert an influence on the culture internally. As a result, fair and respectful behaviour is required towards customers, suppliers and other persons external to the company, associated with it in a business relationship. Each employee shall be aware of the statutory provisions applicable to his or her area of responsibility, shall observe these and shall also communicate the respective regulations to others. In addition, the provisions contained in the employment contract and in the relevant company-internal regulations shall be complied with. To preserve KAEFER s reputation, this KAEFER Code of Business Conduct should not only be observed during working hours, but its principles and contents should also be complied with during out-of-duty activities that touch on the interests of the company, or in situations in which the employees are seen as representatives of the company. It is required that all employees also help other colleagues to comply with the regulations, and that they cooperate with the company as regards the application of the provisions. The reputation and the success of KAEFER can only be assured by a concerted effort in the application of these regulations. The KAEFER Code of Business Conduct 4
III. Responsibilities of KAEFER management ETHICS SET EXAMPLE DIGNITY In implementing ethical management guidelines and the necessarily associated management behaviour, management should support tolerance and fairness in the work environment. In this way management s behaviour can contribute towards ensuring that due respect is paid to the personality and dignity of all employees. By an open attitude towards employees management can create the working atmosphere in which an exchange of ideas is possible. Within the framework of their duties management can prevent unacceptable behaviour. Management must act as mediators in the event of conflict situations. Each KAEFER manager should: > Set a personal example of compliance with the KAEFER Code of Business Conduct and applicable laws > Promote compliance by establishing an environment in which violations are taken seriously > Encourage his/her employees to raise their concerns, these will be addressed effectively > Ensure that the actions in pursuit of business results do not compromise compliance with the KAEFER Code of Business Conduct The KAEFER Code of Business Conduct 5
IV. Behaviour towards third parties CRITERIA GIFTS 1. Dealings with suppliers, customers and other business partners TRANSPARENCY Suppliers are to be identified and commissioned purely on the criteria of price, quality, safety and reliability. Neither personal relationships nor the granting of material or non-material benefits may be allowed to influence such decisions. Private business and financial transactions counter to the interests of KAEFER or that might influence the decisions of the employees and their activities on behalf of KAEFER must be refrained from. Particularly the following provisions relating to gifts, invitations to meals and organised events, etc. must be observed: 1.1 KAEFER employees must not accept any gifts, presents, services or favours of whatsoever nature by virtue of their position from any person or entity that may affect their objectiveness or bear any influence in a commercial, professional or administrative relationship. Furthermore, KAEFER employees may not directly or indirectly offer gifts, services or other favours to customers, suppliers or any other person or entity that has or may have relations of any nature with the company with the aim of bearing an unlawful influence on such relations. For the purpose of this KAEFER Code of Business Conduct, gifts, presents or favours shall be permitted if they meet the following conditions: > If they are permitted by local law and the ethical principles of their respective cultures; > If they do not infringe the values of ethics and transparency adopted by KAEFER; > If they are not detrimental to the company s reputation; and > If they are delivered or received by virtue of a generally accepted commercial practice or social custom, or consist of objects or favours with a token or economically insignificant value. Any gifts or favours offered to or received by KAEFER employees that do not meet the requirements stipulated in this KAEFER Code of Business Conduct and, therefore, are not permitted shall be rejected or returned, provided this will not seriously offend the person or entity offering them, in which case the head of department shall be informed. The KAEFER Code of Business Conduct 6
IV. Behaviour towards third parties INVITATIONS APPROVAL PERSONAL BENEFIT 1.2 As a guest of business partners, employees may only accept invitations to events or to business meals if the invitation has been sent voluntarily, if the invitation serves a justified business purpose and if it is organised in the context of customary cooperative activities (e.g. a luncheon during a seminar or a meeting, a reception at the end of an event or an evening meal in the context of events lasting several days). Employees must inform their superiors as to the frequency and the reason for the meal or entertainment events paid for by the business partners and must have these approved. 1.3 Participation in sporting events or visits to sport events, shows or other events as the guest of one and the same business partner is, as a rule, only permitted twice a year. 1.4 If KAEFER employees obtain goods or services from suppliers or customers for private use, the standard market price is to be paid and the payment is to be documented. 1.5 It is not permissible to request or to accept loans or other financial services in whatever form from suppliers or customers for one s personal benefit. The KAEFER Code of Business Conduct 7
IV. Behaviour towards third parties SPONSORING TRADE SECRETS PROPERTY 1.6 Suppliers and customers must not be allowed to act as sponsors for personal events and celebrations like birthday celebration, celebration on retirement of employee etc. An employee must neither request nor accept the support of suppliers for charitable events or for similar purposes, whether in his or her own name or in the name of the company, unless this has been approved by the responsible local management. Otherwise the possibility that, in the choice of suppliers, other criteria than price, quality, safety and reliability have also played a role cannot be excluded. 1.7 KAEFER respects the rights and property of third parties. Information on markets, suppliers, customers and other business partners may only be obtained by means that are both legal and ethically justifiable, e.g. via the press, the internet, publicly accessible databases, branch or trade journals, or other non-secret sources. Information on markets, suppliers, customers and other business partners can only be requested or accepted if it is legal to accept and make use of this information. No attempt is to be made, by means of unlawful or unethical methods such as theft, bribery, espionage or the violation of confidentiality agreements, to acquire trade secrets or other confidential or protected information of a subcontractor, customer or other business partner. In gathering information about markets, suppliers, customers and other business partners, KAEFER employees must always identify themselves as such. KAEFER respects the rights and property of third parties. The KAEFER Code of Business Conduct 8
IV. Behaviour towards third parties VIOLATION ANTI-CORRUPTION LAWS 2. Relationships with public authorities and dealings with governments and customers 2.1 Payments, loans or other valuables granted by KAEFER, subsidiaries of KAEFER or their employees to officials or to civil service employees with the aim of obtaining orders or benefits for KAEFER, its subsidiaries or other persons, are not permissible. 2.2 KAEFER stands against corruption in any form and observes anti-corruption laws enacted upon by respective countries, regions and widely accepted international conventions. KAEFER prohibits payments to members of governments, civil servants, or political bodies in return for orders or other benefits for KAEFER or its employees. KAEFER does not authorise any employee to indulge in any manner into any act or activity for himself or herself or for the company which violates anti-corruption laws. 2.3 The consequences of violating these laws for KAEFER and the persons involved in such violations can be very considerable, even extending to imposition of fines or prison sentences. For questions relating to application of the respective laws in one s own area of responsibility, employees should contact Corporate Legal & Insurance or e-mail to codeofconduct@kaefer.com The KAEFER Code of Business Conduct 9
IV. Behaviour towards third parties INTERESTS REPRESENTATION INITIATIVES 3. Sideline work Without the explicit consent of KAEFER management, employees must not participate on the board, supervisory board or advisory board of another business enterprise. Employees must not undertake regular sideline work that is contrary to the justified interests of the company or that might impair their work performance on behalf of KAEFER. In addition to this, employees must not engage themselves on behalf of business partners or competitors without prior and explicit consent of the local management. The involvement of employees in non-profit-making organisations, e.g. in societies or in citizens initiatives, is permissible and is considered desirable by KAEFER. Such involvement must not, however, be contrary to the justified interests of KAEFER. Limitations apply if the employee appears as a representative of KAEFER or is regarded as such. In view of their position and of their fields of responsibility within the company, management personnel are subject to greater limitations here than employees. 4. Conflict of interests KAEFER employees have an obligation to avoid any personal or professional activity that produces the appearance of conflict of interest this occurs when an individual private interest interferes in any way with their responsibilities at KAEFER. The KAEFER Code of Business Conduct 10
CARE V. Internal controls DATA PROTECTION COMPLIANCE 1. Protection of company property / secrecy Employees are obliged to protect the property of the company from loss, theft and abuse. Employees must maintain strict secrecy with respect to all trade and business secrets, both during their period of work and after the end of the work relationship. All data-protection provisions, including company-internal regulations, must be observed. 2. Internal control systems / documents KAEFER makes use of internal control systems to help ensure compliance with the law and with internal regulations, to protect company property, to prevent abuse, and to help ensure that disposal and transactions are only undertaken in the name of the company with the appropriate authorisation. Employees must ensure that all business transactions are carefully and fully documented. Business expenditure must be accompanied by careful and timely invoicing. Business documents are the exclusive property of KAEFER and must be prepared and stored in keeping with the company regulations. The KAEFER Code of Business Conduct 11
VI. Compliance with the KAEFER Code of Business Conduct by employees and suppliers codeofconduct@kaefer.com AWARENESS RELATIONSHIPS 1. Compliance. Violation of the KAEFER Code of Business Conduct or of other KAEFER regulations or guidelines can lead to disciplinary measures, to termination of the work relationship and to further legal steps. It is the duty of each member of the management at KAEFER to ensure that all employees are aware of these regulations and comply with their provisions. Staff who fail to comply with these obligations must also, in this case, reckon with disciplinary measures and legal consequences. 2. Suppliers. KAEFER supports and encourages its suppliers to introduce and to implement comparable principles in their own companies. KAEFER expects of its suppliers that they apply these principles as a basis for mutual relations. KAEFER considers this a very good basis for a lasting business relationship. 3. Questions on the KAEFER Code of Business Conduct. In the event of uncertainty or queries regarding correct behaviour in accordance with these directives, employees should broach the matter with their superiors or with their personnel section. Should this fail to bring clarification, employees may contact codeofconduct@kaefer.com (where the matter will, if desired, be treated confidentially). The KAEFER Code of Business Conduct 12