Code of Ethics. of AMAG Austria Metall AG

Transcription

1 Code of Ethics of AMAG Austria Metall AG

2 Code of Ethics 02 TABLE OF CONTENTS FOREWORD BY THE MANAGEMENT BOArD AMAG Code of Ethics COMPLIANCE WITH LEGAL PROVISIONS RESPONSIBILITY TO SOCIETY SOCIAL RESPONSIBILITY ENVIRONMENTAL PROTECTION AND SUSTAINABILITY OCCUPATIONAL HEALTH AND SAFETY 3. INTEGRITY VIS-À-VIS CONTRACTUAL PARTNERS FAIR AND OPEN COMPETITION ABUSE OF A DOMINANT MARKET POSITION MONEY LAUNDERING 4. INTEGRITY VIS-À-VIS SHAREHOLDERS AND AUTHORITIES INSIDER TRADING COOPERATION WITH THE AUTHORITIES

3 03 Code of Ethics 5. PREVENTION OF CONFLICTS OF INTEREST CORRUPTION GRANTING OF GIFTS AND OTHER BENEFITS ACCEPTANCE OF GIFTS AND OTHER BENEFITS RELATED-PARTY TRANSACTIONS SIDELINE EMPLOYMENT PERSONAL INTERESTS SEXUAL HARASSMENT EQUAL OPPORTUNITIES 6. DATA PROTECTION CUSTOMER AND SUPPLIER DATA TRADE SECRETS PERSONAL DATA DISCLOSURE OF INFORMATION TO THIRD PARTIES 7. FLOW OF INFORMATION COMPLIANCE LINE

4 Code of Ethics 04 Foreword by the Management Board AMAG Austria Metall AG is a premium supplier of recycled cast aluminium alloys and rolled products for use in many different areas of everyday life. AMAG aluminium is found in numerous everyday products, including aircraft and road vehicles, cable cars, bicycles and motorcycles, lighting fixtures, coolers, air-conditioners and packaging. And just as our aluminium proves its reliability on a daily basis, we also want to be reliable business partners and responsible manufacturers and employers. We want to be respected and appreciated in the market exclusively for the quality of our services and products. It is our constant endeavor to create added value for our customers within the scope of fair competition. Our employees play a central part in this endeavor. From them, we demand respectful interaction, open communication, and a sense of responsibility in dealing with the resources used, with the environment and with risks. Our senior managers function as role models in this respect and therefore they are the first advisors on questions of business ethics and morals. Additionally, we have appointed a Compliance Officer, who provides advice and support based on specialized knowledge and legal expertise and who reports directly to us, the entire Management Board. The AMAG Code of Ethics provides a guideline to all senior managers and all employees of AMAG Austria Metall AG and its subsidiaries in the implementation of statutory and ethical standards in all areas of our daily work in an increasingly complex world. Management Board Gerhard Falch, CEO Dr. Helmut Kaufmann, COO Gerald Mayer, CFO

5 05 Code of Ethics from left to right: Gerald Mayer, CFO, Dr. Helmut Kaufmann, COO, Gerhard Falch, CEO We want to be respected and appreciated in the market exclusively for the quality of our services and products. It is our constant endeavor to create added value for our customers within the scope of fair competition.

6 Code of Ethics 06 AMAG - Code of ethics This code of conduct describes how AMAG Austria Metall AG (AMAG) and all its subsidiaries (AMAG Group) will deal with the particular responsibility they have to society and to their business partners, shareholders and employees. It is the goal of the AMAG Code of Ethics to support all employees of AMAG Group in performing their allotted tasks in a morally, legally and ethically impeccable manner. Moreover, it is in the interests of AMAG to also bring the Code of Ethics to the attention of its business partners (customers, suppliers, etc.). Apart from their focus on commercial success, companies are also communities of values that are increasingly measured by the principles according to which they achieve their results. A violation of national and international legal provisions can cause considerable damage to a company. A company's reputation is one of its most valuable assets. High ethical standards are therefore a material part of the business policy of AMAG; they are reflected in the following principles: Compliance with all legal and contractual provisions Morally, ethically and legally impeccable conduct in dealings with customers, suppliers, employees and competitors Commitment to practicing free and fair competition Fight against corruption Prevention of the abuse of insider information Data protection measures The Management Board members of AMAG and the managing directors of the AMAG subsidiaries create the relevant framework to ensure compliance with the Code of Ethics. Furthermore, all employees are responsible for ensuring that their own conduct in a business context is always in accordance with this guideline. They are aware of the fact that any violations may lead to consequences under employment law, and also, if applicable, to criminal prosecution and claims for damages. Compliance with the Code of Ethics will be monitored by the Management Board of AMAG and by the managing directors of the subsidiaries. The Integrated Management System of AMAG contains further instructions to the employees. Additionally, an Internal Control System (ICS) has been installed.

7 07 Code of Ethics 1. Compliance with legal provisions All employees are personally responsible, within the scope of their sphere of activity, for ensuring compliance with the relevant legal provisions as well as, if applicable, with the articles of association and/or the internal rules of procedure of 2. Responsibility to society Social responsibility AMAG is aware of its responsibility to society. A well-run company with solid funding, a pleasant working atmosphere and employees who experience their jobs as satisfying and fulfilling are the prerequisites for any enterprise wishing to make a positive contribution to society. the relevant subsidiary. They are obliged to keep up with all amendments that may be relevant to their jobs and, if applicable, take the impact of such amendments into account in the performance of their work. In connection with the further development of its plants, processes and products, AMAG pursues these targets by endeavoring to balance ecology and economy. AMAG has been certified as ISO compliant. Occupational health and safety As a regional flagship enterprise, AMAG provides support in various ways to local initiatives and institutions in the fields of SOCIAL AFFAIRS 1), SPORTS, EDUCATION 2) and CUL- TURE. Environmental protection and sustainability AMAG is committed to dealing responsibly with the environment and has therefore defined the following principles and targets: efficient use of natural resources increase in energy efficiency minimization of emissions and waste AMAG considers it an obligation to guarantee and maintain the health and safety of its employees in each workplace, in accordance with the statutory provisions. AMAG has been certified as OHSAS compliant. All employees are included in the Continuous Improvement Process (CIP), during which quality and safety-relevant improvements are developed, wastage is highlighted and corrective action is taken. Ideas are transformed into actual customer benefits and corporate success is increased. 1)e.g. the AMAG Sozialpreis award, which motivates AMAG employees to increase their social commitment 2)Training partnerships with local secondary schools

8 Code of Ethics Integrity vis-à-vis contractual partners Fair and open competition AMAG is fully committed to fair and open competition and complies with the laws against restraints on competition in all countries in which the AMAG Group conducts business. Such unconditional commitment is also expected from all contractual partners. Unfair practices and collusive behavior with regard to customers, suppliers and competitors are unconditionally rejected. Customers and suppliers must be treated by all employees exclusively according to objective criteria, fairly and without favoritism or discrimination for personal reasons. The intentional circulation of misleading information is expressly prohibited (e.g. incorrect details regarding competitive offers). Abuse of a dominant market position All employees of AMAG, as well as of AMAG subsidiaries occupying a dominant position in the market, will ensure that this special position is not abused (e.g. by preventing other enterprises from entering the market, suppressing free competition, exacting unreasonable buying or selling prices). Money laundering AMAG rejects all business transactions intended to facilitate the introduction into the legitimate economy of money and other assets that may previously have been obtained by means of criminal activities.

9 09 Code of Ethics 4. Integrity vis-à-vis shareholders and authorities Insider trading All AMAG employees are prohibited from carrying out securities transactions based on insider information. Insider information is defined as any information that is not publicly known, but may influence the stock market price of a share (e.g., information on proposed acquisitions or sales of companies, business strategies, unpublished financial data, proposed changes to the management structure, loss of a key account). The AMAG Compliance System provides for regular, compulsory employee training sessions on how to deal with information of this kind. Detailed rules on the prevention of the abuse of insider information may be found in the AMAG Compliance Directive, which is based on the provisions of the Stock Exchange Act (Börsegesetz), the Issuer Compliance Ordinance (Emittenten Compliance Verordnung (ECV) 2007) and the ordinance issued by the Austrian Financial Market Authority (FMA) and is constantly updated. Cooperation with the Authorities The AMAG Group undertakes to comply with its duty of disclosure vis-à-vis the competent authorities in accordance with the relevant applicable legal provisions. Corporate Governance The Austrian Code of Corporate Governance provides Austrian stock corporations with a framework for the direction and supervision of the enterprise. The Management and Supervisory Boards of AMAG Austria Metall AG are committed to compliance with this set of regulations for the responsible direction and management of the company.

10 Code of Ethics Prevention of conflicts of interest Granting of gifts and other benefits AMAG employees are prohibited from promising or granting advantages to customers, suppliers or other partners of the enterprise for the purpose of influencing them so as to make them commit an illegal act (bribery). Hospitality will always be linked to a genuine business purpose and will be kept within what is socially and legally appropriate: Invitations (to meals, events) and other benefits will only be extended occasionally, will remain within reasonable financial limits and will be voluntary, that is to say, they will not be given because they are demanded by the business partner(s) in question. Corruption AMAG is fully committed to the fight against corruption. Corruption is defined as all illicit payments or gifts offered or granted for the purpose of obtaining an advantage (e.g. kickback payments, bribes, etc.). Even well-intentioned acts of corruption that are held to be of advantage to the company may cause considerable damage to AMAG (e.g. by rendering the company liable to payment of fines, by giving rise to claims for damages or by harming the company s reputation) and are therefore explicitly prohibited. Any action that realizes the elements of corruption, or even just creates the impression that these elements have been realized, is prohibited. Gifts will be related to a particular occasion and will be of no more than symbolic value. Local laws, including tax limits, if any, will be complied with. Granting or promising gifts or other benefits to representatives of the authorities is prohibited under the applicable legal provisions.

11 11 Code of Ethics Acceptance of gifts and other benefits AMAG employees are permitted to accept goods, invitations (to meals, events) and other benefits only if these are of little value and only occasionally. Invitations to participate in trips or excursions must be approved by the relevant superior. Employees are prohibited from actively asking for such advantages. Personal interests All employees of the AMAG Group will consistently avoid conflicts between their personal interests and the interests of the enterprise (e.g. competition with the company in connection with the purchase or sale of real estate; self-dealing). They are aware of the fact that the mere suspicion of a conflict of interest may suffice to damage the reputation or the interests of the company. Related-party transactions Transactions with related parties (e.g. with family members) must be carried out at arm s length and require the approval of the responsible executive management or the supervisory board. Sexual harassment AMAG prohibits all forms of sexual harassment such as, for instance, obvious advances, degrading comments, jokes, use of offensive terms, lewd gestures, etc. Displaying sexually explicit images is prohibited in all areas of the company. Such behavior may also be classified as harassment where no harassment was intended. Sideline employment Commercial sideline employment of employees that may give rise to a situation of competition with AMAG and/or may benefit a competitor, customer or supplier is prohibited. Sideline employment of executive staff members, including, without limitation, the acceptance of functions in bodies of other enterprises, requires the approval of the Management Board. Equal opportunities All AMAG employees respect all fellow human beings irrespective of their age, gender, race, religion, handicap (if any), sexual orientation and background. They respect their dignity and their right to privacy. Discrimination - for any reason whatsoever - will not be tolerated.

12 Code of Ethics Data protection Customer and supplier data Information regarding customers and suppliers of the AMAG Group is protected in accordance with the relevant national data protection laws and will be used for internal purposes only. Trade secrets Trade secrets are subject to special protection and all AMAG employees undertake to provide such protection. This includes any information that may be of value to the enterprise and that is not publicly known or generally accessible (e.g. buying prices, sales prices including their calculation, production volumes). The obligation to protect trade secrets will remain in force even after an employee has left the company. Personal data Personal data are only collected, processed and used by AMAG to the extent that this is necessary for legitimate company purposes. The technical protection of personal data from unauthorized access is of paramount importance. Disclosure of information to third parties If a disclosure of confidential information to third parties should become necessary in exceptional cases (e.g. during cooperation with external advisors), these third parties - to the extent they are not already bound by professional secrecy - will be contractually obliged (by being made to sign a non-disclosure agreement) to treat this information as confidential. Information regarding the company will only be given to the media by the Management Board or by the Communication department, in accordance with clearly stated rules. Use of IT In order to limit the general risks of IT use, the internal AMAG Directive on the Use of Information Technology must be complied with at all times. IT devices (PC, Notebook, etc.) must always be kept safe and, as far as this technically possible, be protected by passwords. On business trips, only the data that will actually be required on the occasion in question is be taken along.

13 13 Code of Ethics 7. Flow of information AMAG aims at open and trusting communication in all areas and with all interest groups. The transparency of the decision-making procedures is ensured by an exact description of the organizational structure and of the positions within the company, as well as by directives and the relevant documentation. AMAG employees who experience ethical concerns in connection with their jobs or with the company s business activities or who feel insecure in certain situations should seek the advice of their superior or of the head of their department. These, in turn, may seek advice or support from (preferably internal) experts, particularly members of the Legal, Communication, HR, Finance and Accounting departments. In any case, such concerns must be demonstrably reported to the Compliance Officer, who will then report directly to the entire Management Board. Compliance Line AMAG provides its employees and business partners with a communication pathway in the form of a Compliance Line allowing them to report concerns regarding compliance with this Code of Ethics. Concerns may be reported under the following address and phone number: ethics@amag.at AMAG guarantees that all reports will be processed anonymously the identity of the whistleblowers will be kept strictly confidential. In cases of doubt, advice must be obtained from the Compliance Officer or the Legal department of AMAG, and the Management Board must be informed.

14 Code of Ethics Verhaltenskodex This Code of Ethics is intended to provide a guideline for employees in the daily performance of their work, so as to prevent potential conflicts at the earliest possible time.

15 15 Code of Ethics Everywhere in the world, AMAG and its subsidiaries are committed to this Code of Ethics. AMAG Austria Metall AG AMAG casting GmbH AMAG rolling GmbH AMAG metal GmbH AMAG service GmbH Aluminium Austria Metall (Québec) Inc. AMAG Deutschland GmbH AMAG France SARL AMAG U.K. Ltd. AMAG Benelux B.V. AMAG Italia S.r.l. AMAG USA Corp. Office Tschechien Office China Office Turkey

16 Your contact Compliance Line P. O. Box Ranshofen, Austria ethics@amag.at Edition notice: Document issued by AMAG Austria Metall AG, May 2012