Code of conduct


Compliance means the observance of all voluntary and legally prescribed measures designed to ensure that the business activities of Von Roll Holding Ltd. and its affiliated companies (hereinafter "Von Roll Group") and its employees are conducted in a manner that complies with law.This Global Code of Conduct summarizes the most important principles and standards of the Von Roll Group. All employees must be familiar with these.This Global Code of Conduct applies to Von Roll Holding Ltd. as well as affiliated companies in which Von Roll Holding Ltd. has a direct or indirect stake of more than 50%. Companies in which it has a minority interest are advised to observe the principles and standards set out in this Global Code of Conduct in a similar way.The scope of this Code of Conduct includes all company guidelines and group directives published on the Intranet. Supervisors are responsible for ensuring that their employees are informed of the company guidelines and group directives that are relevant for their jobs.


2.1 Managing business transactions

Observance of all laws and regulations

Since it operates internationally, the Von Roll Group is required to comply with numerous national and supranational laws and regulations. All business activities and processes must therefore be conducted in accordance with all applicable laws, voluntary obligations and binding regulations relating to the Group´s activities.

All employees are required to observe all applicable laws and other relevant guidelines and agreements. They are not permitted to issue instructions that depart from these principles and result in violation of the stated corporate policy on the conduct of business activities.

Preventive legal counsel

It is essential to avoid risks and to obtain legal counsel before taking any action that could lead to violation of applicable laws and guidelines.

Bribery

Von Roll Group prohibits any form of bribery or attempted bribery by offering or accepting money or valuables.

Gifts and offers of entertainment and other privileges

The following principles must be observed when dealing with business partners and governmental institutions.

Gifts, favors, hospitality and other privileges may only be offered or accepted if they

  • do not exceed the bounds of typical business practice in the relevant region;
  • are not of an inappropriately high value and are not considered or could be construed to be a bribe;
  • do not violate applicable laws and/or the ethical principles applicable in the Von Roll Group;
  • could not place the Von Roll Group or the employee in an embarrassing situation should the public become  aware of them.
  • In case of doubt, employees must obtain the approval of their supervisor or compliance officer.
Use of company property and resources

Using Von Roll Group`s resources for personal interests is prohibited. Exceptions to this rule require prior authorization. Corporate guidelines must be observed, especially with regard to the use of telephones, computers, (e.g., the installation of extraneous software), the Internet and e-mail.

Integrity in reporting

All financial reports, accounting documents, research reports, sales reports, expense receipts and documentation, environmental and safety reports and other corporate documents must provide a clear, timely and accurate reflection of the relevant facts and/or the nature of the transaction. Violation of accounting and financial reporting rules, balance sheet offenses and improper documentation will not be tolerated.

It is the responsibility of all relevant employees, with the involvement of departments responsible for financial statements and auditing, to cooperate fully with the Von Roll Group`s auditors and not to withhold any necessary information from them.

It is the stated policy of the Von Roll Group to ensure that information and documents furnished to government and administrative authorities and to stakeholders and the general public are truthful.

External communication

Official statements, especially statements to the media, may only be made by personnel expressly authorized to give such statements.


2.2 Business relations

Equal treatment and fair practice

Every employee is required to take personal responsibility for honest, equal and fair treatment of all business partners

A process based on objective and comprehensible criteria must be used to select suppliers and service providers

Business incentives

Typical business incentives comprise commission payments, rebates, discounts, free shipment of goods and similar incentives.

Such incentives should be used with great care to ensure compliance with relevant statutory regulations. Full and accurate records must be kept of the use of business incentives.

Payments

Payment for goods and services received through a company that is part of the Von Roll Group must be made immediately to the contractual partner. Payment is usually made in the country where the contractual partner´s business is headquartered. Complete or partial payment in cash is prohibited, except where the sums involved are negligible.


2.3 Conflicts of interest

Secondary employment

An employee may only take up a second job of minor importance after obtaining permission from the appropriate personnel department.

Financial interests in competitors, customers and suppliers

Financial interests in a competitor, customer or supplier must be authorized by the employee´s supervisor. Interests pre-existing at the moment of the entrance into an employment relationship have to be revealed. The same applies in case of donations and inheritances.


2.4 Insider trading

Some national laws forbid the use of information that is not meant for the public and/or information that has not yet been made public in connection with the purchase or sale of securities.

This Global Code of Conduct also prohibits the use of insider information gained as a result of employment by the Von Roll Group (including information about business partners) either for an employee´s own personal gain or the benefit of a third party.


2.5 Maintaining the confidentiality of internal information

All information that has not been made available to the public is subject to secrecy and may not be disclosed to unauthorized third parties - either during the employee´s term of employment or thereafter.

The direct or indirect use of confidential business information during the term of employment or thereafter for personal gain or the benefit of a third party or to the disadvantage of the Von Roll Group is prohibited. Von Roll Group´s employees are required to actively prevent confidential data from falling into the hands of third parties in compliance with the existing guidelines.


2.6 Political involvement and contributions

The approval of the Board of Directors of Von Roll Holding Ltd. must be obtained before making contributions to political parties, organizations closely associated with political parties, political candidates or people holding government offices.

Employees may not be urged either directly or indirectly to provide money for party contributions or to support a political party or a person standing for a political office.

Holding events for political parties and other political activities on Von Roll Group property is prohibited Group-wide.

Employees who hold political offices must report these to the compliance officer if they are likely to attract media attention.


2.7 Ethics

In all business activities, employees must respect the national and cultural differences and rights of all individuals with whom they come into contact. It is the stated objective of Von Roll Group not to discriminate against any employee, prospective employee or business partner on the basis of age, race, religion, skin color, gender, disability, national origin, descent, marital status or sexual orientation. Von Roll Group will not tolerate any form of harassment - either toward employees or toward business partners.

Competition and antitrust law

It is a fundamental principle of Von Roll Group´s corporate policy that any and all employees shall conduct business in accordance with the relevant competition law.

In general, the applicable competition and antitrust laws in countries in which Von Roll Group does business prohibit agreements and activities that can hinder trade or competition. Violation of these laws includes, for instance, entering into agreements with competitors in order to fix or control prices, boycott particular suppliers or customers, divide up customers or markets or limit the production or sale of products.

Special care must be taken to ensure that activities undertaken with representatives of other companies cannot be considered or interpreted as violating competition law.

Violation of competition law can result in substantial fines and claims for compensation and damage the Von Roll Group´s image and its market position. Further, failure to comply with antitrust regulations may lead to claims for compensation against the employees involved and/or imprisonment.

Foreign trade, export and terrorism controls

Von Roll Group observes all national, multinational and supranational foreign trade regulations. These include customs regulations and trade and production controls.

All Von Roll Group employees are required to observe the legal regulations and its corporate policy and guidelines on internal export controls.

When assessing unlisted dual use goods (goods that can serve both civilian and military purposes), the decisive fact is how such goods will be used by the final customer, not the goods themselves.

If there is any uncertainty about the use of such goods, Von Roll Group will refrain from shipping them.

Von Roll Group fully supports all efforts by the international community to prevent the manufacture and proliferation of chemical, biological and nuclear weapons, including launch systems, and to stop international terrorism. To achieve this goal, a number of national and multinational export control regulations are observed. These limit and or even prohibit the export and/or re-export of specific goods, technologies and services to certain countries, organizations and people.

Tax law

As an international corporation Von Roll Group observes all applicable tax laws and regulations.

Transfer prices are set on the basis of recognized OECD principles, in other words on the same terms as dealings at arm´s length.

Employees working on international assignments must give an undertaking that they will observe the relevant personal tax obligations in line with the Group-wide transfer guidelines.

Requests from business partners for action that reduces their tax liability will not be supported.

Environmental protection, safety, occupational health and quality

Environmental protection, occupational health and safety and quality are essential for the continued development of Von Roll Group, the creation of corporate value, to protect the health of employees and their quality of life and secure the basic necessities of life in the long term.

Data protection

The conscientious handling of personnel-related data is considered a key value out of the respect for the privacy of fellow human beings. The right of employees and business partners to determine what personal information they make available must always be protected.

Unauthorized collection, use or distribution of personal data on employees and business partners is forbidden. In addition, the corporate guidelines on data protection must be observed.

IT security

Extensive use of IT systems means that Von Roll Group´s business activities are dependent to a large extent on the functioning and availability of such systems. It is no longer possible to imagine conducting business without information technology.

The risks that arise from this dependency are increased by the risk of loss, theft and unnoticed alteration of information. For details of how to limit these general risks, the risks of technical failure and the risks arising from the incorrect conduct of personnel, please see the corporate guidelines on IT security.

Responsibilities

The compliance officer is responsible for ensuring Group-wide implementation of compliance rules. This includes ensuring independent and objective treatment of all issues drawn to the attention of the compliance officer. The compliance officer reports directly to the Chairman of the Board of Directors but is not subject to directions.

The compliance officer is a direct contact for all employees requiring information or advice on compliance rules. Staff working for the compliance officer are sworn to absolute secrecy. Contacting the compliance officer will not have any negative implications for employees.

Responsibility of supervisors for information and control

All supervisors must make sure that their employees are informed of the contents of the Global Code of Conduct. Supervisors must set an example by implementing these standards. Furthermore, as part of their responsibilities, they must make sure that their employees observe these guidelines.

Responsibility of employees to report failure to observe these guidelines

All employees are required to inform their supervisor(s) or the compliance officer if they become aware of any violations of this Global Code of Conduct

Sanctions and consequences

Violating this Global Code of Conduct can lead to disciplinary action and is punishable in accordance with the usual company rules.

Commitment of all employees

A copy of the Global Code of Conduct must be handed to every employee. All employees must sign a compliance letter stating that they understand the behavior described in the Global Code of Conduct and will not engage in prohibited activities.

Training

Employees throughout the Group will receive regular information on current compliance issues.

Special training will be provided for relevant target groups on issues such as export and terrorism control, antitrust and competition law, the environment, safety and health. Attendance may be mandatory. Records will be kept of attendance at such training sessions.