CODE OF CONDUCT
Oberthur Technologies (OT) is built on strong values One Team with a commitment to trust, innovation and services - which underpin our corporate culture and guide our activities. For most of us, these values are implicit. However, in a growing Company that hires several hundred new employees each year, it is key to spell them out. In an ever-changing global environment, the top priority for OT is to operate within a rigorous framework and to adhere to the strictest standards of integrity at all levels within the Company. This Code of Conduct also reminds us that belonging to OT implies more than just strict compliance with applicable laws and regulations: we have to respect the principle of business ethics that must guide our conduct under all circumstances and in any country throughout the world. I expect each employee to be aware of the content of this document and to comply with the rules and principles it includes. All of these rules are equally important, but I draw your attention to the ones relating to export/import control laws, to the prevention of conflicts of interest and to respectful relationships. This document is available on OT s intranet and website. I do count on each and every one of you to take these rules on board and respect them on a daily basis. OT will thus continue to enjoy the trust of its public and private sector customers, partners, shareholders and employees. Compliance to this Code of Conduct is vital to ensure a sustainable development and profitable growth of the Company. Didier Lamouche CEO
TABLE OF CONTENTS PURPOSE... 4 Guiding principles... 4 OUR COMMITMENTS... 5 Compliance with laws, rules and regulations... 5 Respect of individuals... 5 Safe workplace... 5 Environmental stewardship... 5 Prohibit improper payments... 6 Compliance with export control and import laws... 6 WORKING WITH ONE ANOTHER... 7 Proscribing child Labour... 7 Ensuring a fulfilling work environment... 7 Respectful relationships... 7 Prevent conflicts of interest... 8 Safeguard Company Information and Intellectual Property... 8 OUR RELATIONS WITH CLIENTS... 9 Products and Services Quality... 9 Honest Communication... 9 Fair competition... 9 Proper use of corporate assets... 9 Trusted Relationships... 9 OUR RELATIONS WITH SUPPLIERS AND PARTNERS... 10 Selection of suppliers... 10 Treatment of suppliers... 10 No gifts influence... 10 Intellectual Property protection... 10 OUR RELATIONS WITH SHAREHOLDERS... 11 Conflicts of interest... 11 Use of Corporate assets... 11 Accuracy of books/records... 11 Use of communication tools and social media... 11 Protection of Company Information... 11 APPLICABILITY... 12 Putting it into action... 12 Where to seek guidance?... 12 What if behavior is wrong?... 12 REFERENCES... 13 OT GROUP CODE OF CONDUCT 2014 3
PURPOSE OT s Code of Conduct provides the ethical framework on which we base our decisions and conduct our business as individuals and as members of our global organization. OT s Code of Conduct is modeled on standards such as the Universal Declaration of Human Rights (UDHR). Standards issued by organizations such as the International Labor Organization (ILO), the Social Accountability International (SAI), the United Nations Convention against corruption and the Ethical Trading Initiative (ETI) were also used as references in making this Code and may therefore be useful sources of additional information. GUIDING PRINCIPLES Our Code of Conduct is organized into five categories containing guiding principles that should be used by everyone within OT to guide his or her behavior across all areas of our activity: Our Commitments Working with One Another Our relations with Customers Our relations with Suppliers and Partners Our relations with Shareholders OT s Code of Conduct applies to everyone in OT regardless of his or her individual role, position or entity. We promote and support the Code of Conduct in our day-to-day business activities. We affirm in writing our understanding of the principles contained in the Code of Conduct and our commitment to abide by them. 4 OT GROUP CODE OF CONDUCT 2014
OUR COMMITMENTS COMPLIANCE WITH LAWS, RULES AND REGULATIONS We are committed to complying with applicable laws, rules and regulations governing all aspects of our business including research, development, manufacturing, marketing, sales and distribution of secure devices based on smart card technology and associated services and solutions. We cooperate with all applicable regulatory authority and are committed to complying with all regulatory requirements wherever we do business. We are responsible for knowing and complying with this Code of Conduct and other policies of the Company. RESPECT OF INDIVIDUALS We believe in the fundamental dignity of every human being and in respecting individual rights. We are committed to respecting human rights as recognized by the principles of the United Nations Global Compact and as defined in the United Nations Universal Declaration of Human Rights and its subsequent changes. We condemn the use of forced labor and exploitative child labor and expect our suppliers to respect this principle as well according to our Supplier Code of Conduct. We respect employees lawful freedom of association. We compensate our employees to ensure that basic needs are met and provide our employees with the opportunity to improve their skills and capabilities. We do not discriminate at any level of the organization on the basis of race, sex, age, religious or political beliefs or any other legally protected characteristics. We treat each individual fairly, and recruit, select, train, promote and pay based on merit, experience and other work-related criteria. We provide a safe and healthy work environment. We also create work environments where free discussion can take root and that respect the opinions of all employees, as well as reward creativity and innovation. SAFE WORKPLACE We are committed to complying with all applicable environmental, safety and health laws and regulations in the countries where we work, including creating and maintaining safe and healthy work environments and preventing workplace injuries. We are committed to ensuring the protection of our workforce across all of our sites, and as such have established policies and procedures covering issues such as equal opportunities, violence in the workplace and unlawful harassment, as well as standard rules of conduct. We prohibit sexual or any other kind of harassment of our employees by any person in the workplace or while conducting Company business. We expect everyone to perform his or her work in a safe manner, free of the influences of alcohol, illegal drugs or controlled substances. The use of illegal substances in the workplace will not be tolerated. ENVIRONMENTAL STEWARDSHIP We comply with the letter and spirit of all applicable environmental laws and regulations and respect the environment in every country where we operate. We affirm that environmental considerations are an integral part of our business practices. We support a cautious approach to environmental challenges and undertake initiatives to promote greater environmental responsibility. We fully encourage the development and diffusion of environmentally friendly technologies. OT GROUP CODE OF CONDUCT 2014 5
OUR COMMITMENTS (CONTINUED) PROHIBIT IMPROPER PAYMENTS We must not, directly or indirectly, promise, offer or make payment in money or anything of value to any government official or political party with the intent to obtain or maintain business, or any unfair competitive advantage, or to improperly influence government decision. We will engage only reputable, qualified individuals or firms as consultants, agents, representatives under compensation arrangements that are reasonable in relation to the services performed. COMPLIANCE WITH EXPORT CONTROL AND IMPORT LAWS We will not import from or export to countries subject to country-wide sanctions (i.e. international economic or trade sanctions adopted, administered or enforced by the United Nations Security Council, the US authorities or the European Union). We will not import from or export to certain individuals or organizations with which contact is prohibited by the United Nations Security Council, the US authorities or the European Union. 6 OT GROUP CODE OF CONDUCT 2014
WORKING WITH ONE ANOTHER We are committed to working as One Team and are personally accountable to other team members for the contribution we make. PROSCRIBING CHILD LABOUR We commit our entities to prohibit strictly child labour wherever they are established. We undertake not to exploit children in any of our activities, either directly or indirectly. We do not employ any person under the minimum age established by local law. We maintain strict, consistent pre-employment and work eligibility checks in accordance with legal requirements at a global and local level. ENSURING A FULFILLING WORK ENVIRONMENT We seek to provide a work environment that will attract and retain talented people and help them achieve their full potential. Each of us is responsible for creating a climate of trust and respect, and for promoting a productive work environment. We take all possible precautions and observe all relevant applicable regulations in order to preserve safe working conditions and practices. We strive to maintain an environment free of harassment, where all employees are respected. We strive to maintain a work environment that respects the dignity, safety and security of all employees, that is favorable to good job performance and is free from all types of workplace violence. We will not tolerate violence, threats, threatening and malicious behavior, intimidation or any form of workplace violence from any source. We are making every effort to provide training, education and promotional opportunities that permit development and career advancement for all. We are committed to the strict observance of laws and regulations related to Union activity and encourage individual freedom and direct dealing between employees and management while permitting union representation of employees where the law allows. RESPECTFUL RELATIONSHIPS We build relationships with each other based on a shared trust and confidence that each of us has a personal and professional commitment to do the right thing. We believe and recognize that all people should be respected for their individual abilities and contributions We encourage and support innovation in every field of our work. We encourage open communication by being receptive to the ideas and concerns of others, and we offer and receive feedback constructively. We respect the rights of our colleagues to constructively voice dissent or to disagree. We must remember that open communications, including the willingness to agree to disagree, are vital both to a positive work environment and to our ultimate business success. We respect the privacy and dignity of our employees and safeguard the confidentiality of employee records. We will protect private employee personal information and use it only for legitimate business purposes, in accordance with all relevant applicable laws. We have the responsibility to monitor Companyowned technology used for e-mail, Internet and other communications and to investigate inappropriate use in accordance with local applicable laws. Under no circumstances shall workweeks exceed the maximum permitted under applicable local laws and regulations. All the necessary support documents and/ or declarations shall be duly provided should they be required under applicable laws and regulations. OT GROUP CODE OF CONDUCT 2014 7
WORKING WITH ONE ANOTHER (CONTINUED) PREVENT CONFLICTS OF INTEREST Each of us must avoid any social or political activity or association that conflicts with or appears to conflict with his or her exercise of independent judgment in OT s best interests. Employees must not engage in any outside business interest or additional employment, which could in any way conflict with the proper performance of their duties, unless given specific written permission to do so by his or her immediate leader and HR local contact. SAFEGUARD COMPANY INFORMATION AND INTELLECTUAL PROPERTY Everyone must maintain the confidentiality of proprietary information entrusted to them by OT or its customers, suppliers or partners. Everyone must safeguard non-public Company information by following Company policies, procedures and contractual agreements for identifying, using, retaining, protecting and disclosing this information. 8 OT GROUP CODE OF CONDUCT 2014
OUR RELATIONS WITH CLIENTS OT wants to conduct all of its business activities with honesty, fair dealing and in conformance with high ethical standards wherever it operates. PRODUCTS AND SERVICES QUALITY We are committed to meeting or exceeding our customers expectations for quality, responsiveness, and professional excellence while delivering within the agreed price and deadlines. We are committed to meeting or exceeding customer and regulatory requirements regarding the research, development, manufacturing, packaging, testing, supplying and marketing of our products, solutions and services. Quality means consistently satisfying requirements and expectations in a timely manner. We shall retain customers by developing and providing products, solutions and services which offer value in terms of price, quality, safety and environmental impact, which are supported by the requisite technological, environmental and commercial expertise. HONEST COMMUNICATION We ensure that information provided to our customers about our products, solutions and services, including availability and delivery, must be useful, accurate, presented honestly, fairly and by proper means. We are committed to ensuring that, if our clients are not satisfied with the products, solutions or services they have received, they know the process to complain and that all requirements are dealt with promptly, fairly, openly and effectively. We believe in the importance of respecting the privacy of all of those with whom we do business. FAIR COMPETITION We compete on the merits of our products, solutions and services and do not conclude agreements with competitors to unlawfully restrain trade and competition. We do not make unfair, misleading or inaccurate comparisons with competitors products, solutions and services, nor comments on competitors character, financial condition, or potential legal or regulatory problems. PROPER USE OF CORPORATE ASSETS We do not make any payment to secure or retain business or to direct business to any other party. No illegal or improper contributions of our funds or assets must be made to political parties or organizations or their leaders or candidates for public office. This includes the loan of Company s assets and direct or indirect payments in any form, including reimbursement of employees or third parties for contributions or payments which they might personally have made. We do not make direct or indirect payment to any government official, the objective of which is to influence favorably decisions on matters affecting OT or to ward off or postpone decisions on matters which would be adverse to OT, including the securing, retaining or directing of business. TRUSTED RELATIONSHIPS We compete on the merits of our products, solutions and services and wish to avoid even the appearance of improper conduct with our customers. We are committed to treating our clients fairly and honestly in all of our dealings on behalf of the Company. Nobody should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other illegal trade practice. Nobody may give a gift, favor, loan, special service, payment or special treatment of any kind to any individual or organization with whom OT conducts or seeks to conduct business, unless it is consistent with good business practices and compliant with applicable laws and regulations. We recognize that in certain cultures there may be an occasion when nominal value gift-giving is customary and expected. OT GROUP CODE OF CONDUCT 2014 9
OUR RELATIONS WITH SUPPLIERS AND PARTNERS We deal honestly with suppliers, vendors, contractors, business partners and others with whom we conduct business (collectively referred to as Suppliers ). SELECTION OF SUPPLIERS We select goods and services that best contribute to the long-term success of the Company. We choose our suppliers based on price, quality, delivery, service, diversity, and reputation, environmental and business practices. We exercise responsibility in the conduct of purchasing by ensuring the transparency of rules and practices in assigning contracts and payments and by ensuring that our suppliers comply with our Suppliers Code of Conduct. We commit ourselves working with suppliers who create safe working conditions and a healthy work environment for all of their employees. We recognize that the materials we purchase must be sourced and produced in ethically sound ways, to comply with all relevant local and national legislation and in line with our commitment to the Ten Principles of the UN Global Compact. We do specifically exclude suppliers that do not comply with child labor law. We commit ourselves working with suppliers who support and respect the protection of internationally proclaimed human rights We commit ourselves working with suppliers who undertake initiatives to promote greater environmental responsibility TREATMENT OF SUPPLIERS We work to build constructive, mutually beneficial relationships with our network of suppliers. We treat our suppliers and subcontractors with fairness and integrity. We respect the terms and conditions of our agreements with suppliers and we honour our commitments. NO GIFTS INFLUENCE Our business dealings with outside firms should not result in unusual improper gains for those firms. Improper gains refer to bribes, product bonuses, special fringe benefits, unusual price breaks, gratuities and other windfalls designed to ultimately benefit the outside firm, the employee, or both. We commit ourselves not to obtain business through bribery or improper payments or relationships. Agreement with agents or representatives must be conducted in accordance with OT representatives policy and procedures. As a common business courtesy, we may accept occasional gifts, benefit and hospitality, provided always that: - The gift is of nominal value (e.g., pens, note pads, calendars, etc.); - Doing so is legal; and - The gift is neither intended nor likely to be perceived by others to improperly influence our business decisions. Any instance of being offered a gift, benefit or hospitality which we believe to have been intended as an inducement to place us or OT under an obligation to the donor must be reported to the line manager. We must not accept cash gifts, or seek or solicit any gifts, benefits or hospitality in connection with our work at OT. INTELLECTUAL PROPERTY PROTECTION We commit ourselves working with suppliers who respect and protect the intellectual property rights of OT and of any third parties (including but not limited to software, patent, invention, trademark, design) in particular by forbidding the copy, use or disclosure of such intellectual property rights without prior authorization. We develop enduring relationships with our trusted network of green suppliers of FSC/PEFC certified raw materials and packaging. 10 OT GROUP CODE OF CONDUCT 2014
OUR RELATIONS WITH SHAREHOLDERS We take a respectful approach to our shareholders to which the performance of our operations is communicated. We seek to build beneficial, sustainable relationships with them, by creating a trustworthy and loyal working environment and by developing transparency in the information we mutually share. CONFLICTS OF INTEREST We have a responsibility to our shareholders to make decisions strictly on the basis of the Company s best interests, without regard to personal concerns. We must avoid situations in which our loyalty is, or appears to be, divided. We commit ourselves to avoid any conflict of interest with our shareholders through adequate governance infrastructure, avoidance of situations in which our loyalty is divided, and compliance with laws and regulations where our resources are funded. USE OF CORPORATE ASSETS Our shareholders have a right to expect that the Company s assets are properly maintained and used in an economical and efficient manner. As a general rule, we should not use Company equipment or resources (excluding communication tools see below) for personal use. ACCURACY OF BOOKS/RECORDS We make decisions based on information recorded at every level of the Company. Incomplete or inaccurate information may lead to poor decisions and negative consequences. We must record all information honestly and accurately. All financial transactions and payments must be authorized and recorded. Strict compliance with corporate accounting methods is required, as is cooperation with internal and external auditors. We have a responsibility to ensure that we provide our investors with information that reflects the true value of our operations. We must communicate openly about our operations, without compromising proprietary and confidential information. We aim at preparing all records of financial transactions carefully and accurately in accordance with applicable laws and regulations and prevailing industry practices. We prepare and disclose our consolidated financial statements in accordance with IFRS. We disclose honestly and promptly financial information and results of operations regarding our business activities, structure, financial situation, and performance in accordance with schedules agreed upon. USE OF COMMUNICATION TOOLS AND SOCIAL MEDIA The Company encourages us to make efficient and effective use of communication tools such as e-mail, the Intranet and Internet, voicemail, telephones, photocopiers and fax machines to accomplish business objectives. While we respect the rights of our employees to engage in personal online activities, they are still responsible for any damage or harm to our business or reputation that results from their online activities, whether they occur during or outside business hours. Use discretion and common sense about possible consequences. PROTECTION OF COMPANY INFORMATION We do not disclose any confidential Company information without a valid business purpose and proper authorization by management. Each of us is responsible for protecting the confidentiality of Company information. We aim at protecting Oberthur Technologies reputation and at maintaining and safeguarding OT s assets, including Company information, when conducting our business. OT GROUP CODE OF CONDUCT 2014 11
APPLICABILITY This Code of Conduct gives everyone in OT an ethical framework to help make the right decisions. The principles contained in the Code provide us with a clear set of standards, grounded in our values, on which to base our behavior across all areas of our professional activity. We expect everyone who works in OT to behave in accordance with the principles contained in the Code of Conduct. PUTTING IT INTO ACTION How do we put the Code into action? How can each of us make sure that we are living up to our commitments under the Code? If you are unsure of the right course of action or are faced with a difficult issue, asking yourself the following questions may help you determine the appropriate way to act: Am I upholding the key values of OT? Are my actions legal and in compliance with the standards of our profession? Would my actions damage the reputation of OT? Am I compromising my integrity or the integrity of OT or our clients? Am I treating others the way I expect the others to treat me? Is my choice of action the most ethical among the possible alternatives? Do I feel good about my choice? If I document my decision, would a reviewer agree with the action I have taken? Have I consulted appropriately with colleagues? WHERE TO SEEK GUIDANCE? Employees are encouraged to seek guidance regarding application or interpretation of this Code of Conduct and are expected to cooperate fully in any investigation of a potential violation. If you do not understand the principles contained within the Code, or are not sure how to apply them, you should consult your management first and then your local HR manager to get your questions answered. A complete list of references is provided at the end of this Code. WHAT IF BEHAVIOR IS WRONG? Deviations from or violations of the Code of Conduct are unacceptable, and everyone should feel comfortable to speak his or her mind, particularly with respect to ethical concerns, with an appropriate colleague. We acknowledge that breaches of the Code of Conduct, subject to applicable laws and regulations, may result in disciplinary action, up to and including termination of employment. The degree of discipline relates in part to whether there was a voluntary disclosure of any ethical violation and whether or not the violator cooperated in any subsequent investigation. 12 OT GROUP CODE OF CONDUCT 2014
REFERENCES OT consulted the following references in making this Code. Universal Declaration of Human Rights http://www.un.org/en/documents/udhr/ International Labor Organization Codes of practices http://www.ilo.org/safework/info/standards-and-instruments/codes/lang--en/index.htm United Nations Global Compact http://www.unglobalcompact.org/ United Nations Convention Against Corruption http://www.unodc.org/unodc/en/treaties/cac/index.html Social Accountability International (SAI) www.sa-intl.org Ethical Trading Initiative www.ethicaltrade.org OECD Guidelines for Multinational Enterprises http://www.oecd.org/daf/inv/mne/ Foreign Corrupt Practices Act http://www.justice.gov/criminal/fraud/fcpa/ The UK Bribery Act 2010 http://www.legislation.gov.uk/ukpga/2010/23/contents
WWW.OBERTHUR.COM Oberthur Technologies respects the environment. The number of printed brochures produced by the Company has been significantly reduced to save paper. Printed documents are produced on FSC-certified paper using aqueous inks to reduce environmental impact. Datasheets are available in electronic format only. 2014 Oberthur Technologies. All rights reserved. Specifications and information subject to change without notice. The products described in this document are subject to continuous development and improvement. All trademarks and service marks referred to herein, whether registered or not in specific countries, are the property of their respective owners.