Code of Conduct Collective guidance for everyone at SEMIKRON. Our principles of conduct. 11 28 63 10 01/2014
Our Code of Conduct is not a declaration of intent; it is a general guideline for good business practice, and compliance is mandatory for the SEMIKRON Group and all its employees, including the entire management team. To improve readability, we have refrained from using both male and female pronouns throughout this document.
Dear colleagues, As an international power electronics manufacturer, the SEMIKRON Group s mission statement commits it to acting in a responsible and moral manner, and in keeping with global legislation. The Group furthermore carries out its business on the basis of ethical principles and practices. In joining the UN Global Compact initiative in May 2012, SEMIKRON committed itself to orienting its business activities and strategies along universally recognised principles. Compliance with these principles is the basis of the good reputation that SEMIKRON and its products enjoy among employees, customers, business partners and the general public. Inappropriate conduct (including by individuals) can damage this trust, which we put so much effort into creating on a daily basis. The SEMIKRON Code of Conduct therefore sets out globally binding rules for responsible behaviour for all employees, both within the company and in their dealings with third parties, in particular with customers and business partners. SEMIKRON s position is clear: We refuse to do business that violates the applicable laws, guidelines or standards to which SEMIKRON is committed and this position applies worldwide, to the entire group of companies. Each and every employee is responsible for living our values as set down in the Code of Conduct and associated policies and guidelines and for using these as the standard for his or her actions. If we do this, we can secure not only the reputation, but also the economic success of the SEMIKRON Group for the long term. Harald Jäger Christian Müller Peter Sontheimer CEO / COO CFO CSO SEMIKRON 3
We comply with the law, legislation and internal company regulations. We treat each other openly and with respect, and are a reliable partner. 4 SEMIKRON
Fundamental Requirements of Conduct Lawful conduct and compliance with legislation and guidelines Integrity guides our actions. Observing the law and legislation is top priority for SEMIKRON. All employees must observe the legal provisions relevant to their activities. This applies to every legal framework within which they are active. All employees are therefore individually responsible for finding out which legal provisions are relevant to their activities. SEMIKRON will provide employees with appropriate support in this process. Responsibility for the reputation of the SEMIKRON Group The reputation of the SEMIKRON Group and its products is significantly influenced by the appearance, actions and conduct of each employee. Inappropriate conduct, even by just one employee, can cause considerable damage to SEMIKRON. All employees are therefore required to safeguard the reputation of the company as they perform their daily business. Basic social rights and principles We respect the internationally recognised human rights and support adherence to these. We configure our activities to meet the current standards of the International Labour Organization. We recognise the basic right of all employees to form trade unions or works organisations. We observe the minimum age for admission to employment and oppose all forms of child labour. The remuneration paid by SEMIKRON in return for work done is fair, appropriate and is at least equal to the respective national statutory minimum standards. Mutual respect, equality of treatment and integrity SEMIKRON is committed to equality of opportunity and to diversity. No one is discriminated against on the grounds of race or ethnic origin, sex, religion or belief, disability, age or sexual identity. All employees are expected to respect the dignity, privacy and personal rights of each individual within their working environment. Any kind of discrimination, harassment or abuse will not be tolerated. We are open and honest and stand by our responsibility. We are a reliable partner and keep our promises. SEMIKRON 5
We oppose all forms of bribery and do not tolerate corrupt practices under any circumstances. We act in accordance with the rules of fair competition at all times. We expect our suppliers, business partners and customers to use the principles of our Code of Conduct as a benchmark and to observe and comply with all statutory provisions at all times. 6 SEMIKRON
Dealings with Business Partners and Third Parties Combating and preventing corruption As a member of the UN Global Compact, SEMIKRON opposes all forms of corruption, including extortion and bribery, and takes suitable actions to prevent and combat it. In their dealings with all business partners, competitors, government agencies or other third parties, employees may only accept or grant donations if there is no chance of there being even the slightest impression of an intended or actual influence over decision-making processes as a result of said donations. SEMIKRON will provide employees with suitable guidelines on this matter and support them in combating and preventing corruption. Combating money laundering All employees must be aware that SEMIKRON is not to be misused for money laundering or other illegal purposes. Money laundering refers to any financial or business transaction by means of which liquid assets obtained through illegal activity can enter into the legal financial system. Competition law Competition and antitrust legislation protects fair competition and must be complied with by SEMIKRON without exception. For this reason, prices, conditions and capacities may not be agreed or coordinated with competitors. It is not permitted to even hold discussions with competitors on these subjects. Agreements with competitors as to division of customers, areas or production programmes are likewise strictly not permitted. A dominant market position may not be unlawfully exploited. Employees may not produce information of competitive value by unlawful means or knowingly propagate false information about a competitor or their products or services. SEMIKRON produces guidelines to support its employees in the observance of competition legislation and also provides support on a case-by-case basis; in the case of doubt, ask the local Compliance Contact. Unusual and conspicuous payment processes (e.g. cash payments or payments made by a third party rather than the actual contractual partner) must be reported immediately to Controlling or to the local Compliance Contact. SEMIKRON 7
All employees are loyal to the SEMIKRON Group. The personal interests or duties of employees of SEMIKRON may not conflict with or negatively affect the business activities of SEMIKRON; employees must always act to the benefit of SEMIKRON. 8 SEMIKRON
Avoiding Conflicts of Interest Private dealings with SEMIKRON business partners Employees may not ask companies they work with in their daily business for SEMIKRON to carry out private orders if this could result in their receiving benefits they could not have received on the normal market. Non-competition clause during employment with SEMIKRON To avoid conflicts of interest, during their employment with SEMIKRON, employees of the SEMIKRON Group may not run or manage another business that is in whole or in part in competition with the SEMIKRON Group without the written agreement of the management of the SEMIKRON Group. No shareholding in third-party companies It can lead to a conflict of interest if an employee holds a financial interest in another company. For this reason, employees are not permitted to run a business or to have a substantial direct or indirect interest in a business that is in competition with or in a business relationship with the companies of the SEMIKRON Group. Shareholdings that can be proven to have no influence on the employee s activity on behalf of the SEMIKRON Group are excluded from this provision. SEMIKRON 9
We protect confidential information, personal data and property belonging to SEMIKRON and third parties. Employees treat the company s assets with care and have a responsible attitude towards its property. 10 SEMIKRON
Handling Information and Company Assets Confidentiality The confidentiality of internal affairs and business secrets of the SEMIKRON Group which are not public knowledge or approved for public use must be safeguarded. This applies, for example, to details relating to the organisation of the company and its facilities, as well as to business, manufacturing, research and development processes, to projects and to internal reporting figures. Unpublished information by or about suppliers, customers, employees, consultants, agencies and other third parties must likewise be protected in accordance with the statutory and contractual requirements and may not be disclosed or shared without authorisation. The duty to safeguard confidentiality continues to apply following termination of the working relationship. Data protection and information security We take particular care to protect personal rights, including especially the right of the individual to informational selfdetermination, and we observe all applicable data protection provisions at all times. The quality of the data and the technical safeguards to prevent unauthorised access must be of a high standard. The use of the data must be clear to the individuals concerned, and their rights to information, correction and, if appropriate, objection, blocking and erasure must be safeguarded. Tangible and non-tangible assets of the SEMIKRON Group SEMIKRON has a large number of valuable tangible and nontangible assets, including a variety of patents and other industrial property rights. All employees are required to protect these assets, to use them with care and exclusively for the benefit of and in the service of the SEMIKRON Group, and to safeguard them against misuse by third parties. The guidelines that are or will be set down in policy regarding confidentiality, data protection and information security, and dealings with assets must be observed and followed at all times. Personal data may only be collected, processed or used where this is required for specified, explicit and legitimate purposes. Furthermore, personal data must be stored securely and may only be transmitted using the required precautionary measures. SEMIKRON 11
12 SEMIKRON We are all equally responsible for protecting the environment and health.
Environmental Protection, Safety and Health Protecting the environment and preserving its natural resources feature highly on our list of company objectives. We have a global environmental management system which sets high standards in this regard and ensures compliance with relevant legal provisions and other specific requirements. All employees make an active contribution to improving environmental performance by consciously considering the environment during their daily activities. Occupational health and safety Preventing accidents and protecting employees against workrelated health risks is part of the company s duty of care. An effective occupational health and safety management system ensures that all relevant legal obligations are met and strives for ongoing improvement. It is equally the duty of all employees to actively work towards achieving the goal of workplace safety wherever this is possible in their daily business. This applies both to the technical design of workstations, facilities and processes, and to safety management and personal conduct during the working day. SEMIKRON 13
We address possible risks and breaches publicly and deal with them effectively. We strive to observe this Code of Conduct at all times. 14 SEMIKRON
Observation and Effectiveness of the Code of Conduct Scope These principles of conduct define the corporate standard and apply to all employees of the SEMIKRON Group around the world, including the entire management team. The principles of conduct form a uniform global basis for our conduct and business activity. The Code of Conduct should be interpreted and applied within the relevant legal framework of the respective country, with the most stringent requirements having priority in each case. Third parties cannot derive any rights from these principles of conduct. Validity This Code of Conduct may be changed at any time, if deemed necessary. The management and all employees of the SEMIKRON Group are committed to complying with the above principles of conduct and with internal policies and legal provisions at all times. Action in the event of violation of legal requirements and guidelines SEMIKRON would like to encourage all employees who know of or have good reason to suspect a breach of this Code of Conduct to report this using the officially specified channels. Possible contacts are their line managers, the relevant Personnel Department and the local compliance contact. Employees may also directly contact the Group Compliance Committee. All information received will always be treated in confidence. A report of this kind will not be seen as a breach of trust and will not lead to adverse actions towards the person supplying the information, provided this has been given in good faith as to its correctness. In special cases in which an employee cannot be expected to put his or her name to a report, the report can also be made anonymously. Any violation of legal requirements or internal guidelines, or behaviour that breaches this Code of Conduct, may result in legal action, in particular under civil, criminal or labour law. SEMIKRON 15
www.semikron.com Comments and queries are directed to local Compliance Contact or Group Compliance Committee; these teams are also responsible for providing information. compliance@semikron.com SEMIKRON International GmbH Sigmundstrasse 200, 90431 Nuremberg 11 28 80 70 08/2015