Ethics and Integrity Guideline of the LUDWIG FREYTAG Group of Companies Gesamte RiLi_Stand_20092013_Englisch_28042014 Page 1 of 10
Table of contents: Part A: Part B: Part C: Part D: Policy Statement of the Management Scope of Application General Statements on Ethics and Integrity in the LUDWIG FREYTAG Group of Companies Guideline for the Prevention of Corruption Gesamte RiLi_Stand_20092013_Englisch_28042014 Page 2 of 10
Part A: Policy Statement of the Management By the implementation of this Ethics and Integrity Guideline, the LUDWIG FREYTAG group of companies improves the compliance of a values programme that is relevant for the business activities and supposed to be meeting future requirements. With this initiative, we are acting in the belief that the maintenance and improvement of the reputation of the LUDWIG FREYTAG group of companies as trustworthy and fair partner who acts in compliance with the law strengthens our market position. This Ethics and Integrity Guideline must be notified to all employees and is also communicated to third parties by the responsible employees. The senior managers of the LUDWIG FREYTAG group of companies have undertaken to comply with the Ethics and Integrity Guideline and promote its targets in writing. Moreover, the implementation of and compliance with the Ethics and Integrity Guideline is guaranteed by comprehensive audits, educational events and the establishment of a central competence in the LUDWIG FREYTAG group of companies. Our actions and behaviour in the company are generally characterised by the basic value of integrity. The reputation built by our executives and ultimately all employees in our long company tradition for fair, reliable and contractually compliant planning and execution of our activities must be confirmed in each new business transaction, from calculation via the purchase of materials, subcontractor services up to execution and accounting. We strive for our business objectives exclusively with legally compliant and ethically justifiable means. We are aware of the fact that only integrity can finally ensure the mutual trust of the involved partners that is especially required in the construction industry. Corruption, manipulation, anticompetitive arrangements, illegal employment, disclosure of trade or business secrets as well as other illegal activities are excluded for us. We do not tolerate such behaviour, neither expressly nor implicitly, and we promote the compliance with the same rules of action of all our partners by means of our dealing with public and private customers and our subcontractors. The contents of this Ethics and Integrity Guideline are partially included in our quality management documentation as well. The compliance with the indicated aspects and rules of action of the following parts of this Ethics and Integrity Guideline are mandatory for all employees of the LUDWIG FREYTAG group of companies, particularly for the executives. The executives are obliged to contribute to the promotion and maintenance of the value principles in the group of companies. All employees of the group of companies who violate the provisions of this Ethics and Integrity Guideline must expect disciplinary measures and/or consequences under labour law. Oldenburg, September 2013 Management of the LUDWIG FREYTAG Group of Companies Gesamte RiLi_Stand_20092013_Englisch_28042014 Page 3 of 10
Part B: Scope of Application This Ethics and Integrity Guideline applies in the sphere of the entire LUDWIG FREYTAG group of companies. The management of the group of companies of the head office Oldenburg and the operational managers of all subsidiaries as well as the heads of branch offices, plant managers, project managers and construction managers assume special responsibility for the implementation of the Ethics and Integrity Guideline. Furthermore, the target group includes the heads of departments/employees in the purchase and calculation division and the persons responsible for disposition (MTA), etc. This particularly applies to the group of people with third party contact as well as to employees of the administration with decisionmaking authority effective in dealings with third parties. As far as measurements and accounting are prepared by foremen, etc. in connection with third parties/customers, they are included as well. This Ethics and Integrity Guideline contains aspects that are self evident in day to day living with others and in society and do not require any further regulation. The Ethics and Integrity Guideline is intended to help with answering questions arising during strategic considerations and operational decision making processes correctly and reasonably. Gesamte RiLi_Stand_20092013_Englisch_28042014 Page 4 of 10
Part C: General Statements on Ethics and Integrity in the LUDWIG FREYTAG Group of Companies We generally champion fair cooperation between our customers and us. We are working in the belief that the compliance with principles of entrepreneurial ethics and integrity on the highest level, in additional to professional quality of work, is useful for the company s success and necessary for the positive development of social market economy. We are acting in recognition of the fact that corruption and other illegal behaviour overall must be fought. The principles defined here are binding to us. Furthermore, we are expecting from our partners such as customers, contractors and suppliers the compliance with principles of ethics and integrity on the same level. We are promoting this by proper contract designs. The management as well as all executives of the group of companies must make sure that the aspects stated in the code of conduct are implemented and practised. In addition, all senior employees are regularly instructed regarding the following aspects. Statements regarding the basic values We rely on the compliance with the standards of conduct stipulated by us and expect corresponding behaviour from our business partners. In doing so, we comply with the law and the rules of fair competition, but expect this from our partners and competitors as well. We carry out our activities with integrity and comply with the respectively applicable law such as the human rights as well as anti corruption, data protection, competition, anti trust and environmental laws. The respectively applicable laws and agreements with the social partners / unions are observed by us. Corruption, illegal price arrangements, illegal employment, disclosure of trade and business secrets and other illegal actions are opposed by us. The compliance with the statutory and acknowledged rules in terms of fair competition is our top priority. We disapprove of placing or obtaining orders with harmful consequences for our respective contractual partner! It is strictly prohibited to offer indirect or direct benefits to public and/or private customers and/or contractors outside the contractually agreed regulations. We do not have such benefits promised or granted to ourselves either. Gesamte RiLi_Stand_20092013_Englisch_28042014 Page 5 of 10
Statements regarding the code of conduct It is not permitted in our company to grant to customers and contractors or accept dubious gifts or other amenities that could be considered unfair business influence. This applies to the business contacts with both private and public customers. In general, behaviour that could question our integrity or damage our reputation is not tolerated. The compliance with all relevant competition law regulations by us is ensured. We do not allow any arrangements and agreements that influence price, conditions, strategies or customer relations, particularly in connection with the participation in invitations to tender. The same statement applies to the exchange of competitively sensitive information and to other behaviour that restricts or may restrict competition inadmissibly. We do not tolerate any kind of discrimination within the group of companies and within the subcontractor companies commissioned by us. We will consequently investigate any mobbing or harassment, be it through aspersions, behaviour or insults. Our employees as well as the employees of the subcontractors commissioned by us are requested to respect the property of others and the business property of our company, our customers and partners. All employees are responsible for the proper and exclusively business related use of business property, be it building, equipment, computers, materials, information, etc. The protection of the material and immaterial resources of our company has high priority for all employees. The material resources include all items, vehicles, machines/devices, tools, computer systems and documents. Immaterial resources of our company are our know how, trade secrets and other important information to be protected four our company. Persons under the influence of alcohol or drugs are immediately expelled from their workplace. It generally applies in our company that information of our business partners are always treated confidentially. We expect the same behaviour from our business partners towards us. Additional occupations with and interests in other companies are generally prohibited to our employees. Donations are made by us on a voluntary basis and without expecting financial consideration. Sponsoring of persons, groups or organisations are not used by us for obtaining illegal business advantages. Gesamte RiLi_Stand_20092013_Englisch_28042014 Page 6 of 10
We strictly separate private and business interests. This applies in general and in particular to our relationships with our private and public customers. We respect the intellectual and material property of our company and that of our partner companies/subcontractors. Knowledge and information about customer, contractor and further business partners we obtain during our business activity are generally treated confidentially by us. Fairness applies as our top priority with regard to the formulation of contracts, price negotiations and accounting. Our responsibility to our employees, particularly regarding the aspect of occupational health and safety, has top priority. The behaviour towards contract partners in bidding consortiums and joint ventures as well as towards our subcontractors is characterised by great fairness. If there is a specific suspicion of corruption, the discovering employee must contact the person/staff unit responsible for the ethics and integrity management of the LUDWIG FREYTAG group of companies and/or inform the management of the group of companies in the Oldenburg head office. We strive towards handling natural resources and the related environmental protection as efficiently as possible. With regard to pursuing the environmental protection objectives, we particularly promote the own use of new technologies and procedures and of materials that serve the sustainable handling of natural resources. We strive for the increase of the quality of life in society by our general entrepreneurial activity, but also by the use of products such as the rendering of construction services. Gesamte RiLi_Stand_20092013_Englisch_28042014 Page 7 of 10
Part D: Guideline for the Prevention of Corruption Due to the special importance of the corruption aspect within the framework of our Ethics and Integrity Guideline, specific regulations in order to avoid corruption are set out in this Part D. Section 1 Objective It is the objective of this guideline to prevent corruption during the performance of business activities and consequently investigate occurring individual cases of corruption to fulfil the basic values of the LUDWIG FREYTAG group of companies. At the same time, the guideline serves the sensitisation of all employees. General statement: Corruption is not a trivial offence, but violates the basic values of the LUDWIG FREYTAG group of companies and leads to criminal liability. It must be noted that corruption already starts with little favours/gifts, because the transition to corruption relevant under criminal law is smooth. Section 2 2.1 Scope of application/separation from the private domain This guideline applies to all parts of the LUDWIG FREYTAG group of companies, i.e. all subsidiaries as well as all dependent and independent branches and all departments as well as shareholdings. It applies to all employees, but particularly to the management of the Oldenburg head office of the LUDWIG FREYTAG group of companies itself as well as to all operational managers of subsidiaries, heads of branches and other senior employees of the group of companies. See also details in Part B of this Ethics and Integrity Guideline in this regard. 2.2 This guideline does not apply in the private domain. Official and private contacts must be strictly separated, because, as it is known, it is particularly difficult to refuse or accept a gift if good private contacts have been established. With private contacts to persons with whom there is also a business relationship or with whom a business relationship may be established in the future as well as their relatives, it must be made clear from the outset that working and private life must be strictly separated to not generate the suspicion of acceptance or grant of benefits. If existing or potential conflicts with official occupation are identified in private contacts, they must immediately be notified to the direct supervisor in writing and must be avoided under all circumstances. Gesamte RiLi_Stand_20092013_Englisch_28042014 Page 8 of 10
Section 3 3.1 Identification of working areas prone to corruption All positions in the LUDWIG FREYTAG group of companies that are prone to corruption must be identified at least once every two years and recorded in a corresponding documentation. 3.2 Each working area and/or each position must be regarded as prone to corruption where information is available or decisions are made that represent a notable material or immaterial advantage for third parties outside the immediate group of companies or that could mean a disadvantage. Examples of such working areas and/or positions prone to corruption are particularly: Placing of orders Acquisition of orders Conclusion of contracts Monitoring as well as control and potentially confirmation of the performance of work and services by contractors Purchase of substances/materials and services Working areas and positions where confidential information of the LUDWIG FREYTAG group of companies or of business partners are known or stored All working areas and positions with the authority to dispose of money or material assets in favour of third parties, except for the daily use of the construction and work material Section 4 Central function for corruption prevention The central contact for all tasks of preventing corruption in the entire LUDWIG FREYTAG group of companies including all its companies and shareholdings is Name: M. Jelken Phone: 0441.9704 327 // 0171.1962 540 E mail: jelken@ludwig freytag.de Section 5 Assessment by multiple persons In working areas or positions that are prone to corruption, decisions must be made by means of assessment by multiple persons and with the two signature system. Section Approach for suspected corruption 6.1 By signing this guideline to avoid as corruption in addition to the contracts of employment, the employees in working areas prone to corruption undertake to inform the person/staff unit responsible for the ethics and integrity management of the LUDWIG FREYTAG group of companies immediately and in writing according to Section 4 of this guideline. From there, notification is sent immediately to the management of the group of companies in the Oldenburg head office. Gesamte RiLi_Stand_20092013_Englisch_28042014 Page 9 of 10
6.2 Subsequently, the central contact according to Section 4, upon consultation with the management of the group of companies, must immediately investigate the notified suspected corruption. The result of the investigation is documented in writing and maintained by the central contact indicated in Section 4. 6.3 The investigation itself and the results including the documentation must first be kept strictly confidential and must not be disclosed outside the company. 6.4 However, in doing so, it must be made sure that potential later investigations of the prosecuting authorities are not endangered and particularly that persons involved in the crime are not warned. 6.5 The information of public bodies, particularly criminal investigation authorities, on the investigation of specific suspected corruption or the result of this investigation is made within the execution of this guideline exclusively after consultation and written agreement by the management of the LUDWIG FREYTAG group of companies. 6.7 The right of each person to report an offence remains unaffected. However, in doing so, the prohibitions of disclosure of trade and business secrets by employees protected by the German Criminal Code must be observed. Section 7 7.1 Approach for identified corruption If corruption is identified, this must be notified immediately and consequently to all authorities for the penalty of such measures, particularly the prosecuting authorities. 7.2 Furthermore, inter company disciplinary measures, particularly measures under the contract of employment, including dismissal are reviewed, consequently pursued and enforced without delay. 7.3 If damage has accrued, claims for damages are seriously examined and consequently enforced in consideration of the regulations included in the contract of employment. Gesamte RiLi_Stand_20092013_Englisch_28042014 Page 10 of 10