1 Code of Conduct

1.1 Corporate Governance

1.1.1 Standards

RIEDEC has high standards of corporate governance, which ensure responsible and transparent company leadership and management that are geared to long-term success.

Corporate governance puts the focus not only on business risks and the company’s reputation, but also on corporate social responsibility towards all our stakeholders. As a responsible business, we recognize the significance of effective corporate governance. We show respect for society and the environment, communicate in an open and transparent manner, and act in accordance with legal, corporate and ethical guidelines. To underline this, a Code of Conduct binding on the entire Group has been issued.

1.1.2 Code of Conduct

RIEDEC has in place clear guidelines on business conduct and ethical behaviour for the people who represent us in carrying out their daily duties. This Code of Conduct establishes a common and consistent framework across our global organization for how we will achieve our mission and goals. It provides direction and clarification in how we conduct our daily business. High business ethics and personal integrity ensure our credibility and reputation as a Group.

In supporting our business we must ensure that we have in place clear guidelines on business conduct and ethical behaviour for our people who represent us in carrying out their daily duties in many different parts of the world.

The Code of Business Conduct should be seen in the context that RIEDEC, while aiming for top financial performance, growth and sustainability, believes that this can only be achieved by excellence in the way we do business and by adhering to the highest standards of corporate and social responsibility.

Applicability & Compliance

The RIEDEC Code is applicable, in so far as it relates to individual duties and responsibilities, to employees of Group Companies including those who work part-time or on fixed or temporary contracts. Every manager throughout the Group has the responsibility to follow and implement these guidelines, and it is the responsibility of each company and employee to abide by particular laws and practices applicable to their industry or required by the jurisdictions in which they operate.

The Group is defined as those companies where RIEDEC directly or indirectly controls more than 50% of the equity. We encourage companies where we do not have management control to adopt similar guidelines.

This Code is not intended to constitute a contract of employment. Some of what is contained in this Code may be covered by local laws or in any individual contract of employment. The guidelines set out in this Code apply to every individual employee taking into account their duties and responsibilities in their employing Company. Any employee who violates the Code may be subject to appropriate disciplinary action by the employing Company subject to local law and agreed procedures. Where an action is also in breach of the law the employee may be subject to prosecution under civil or criminal law.

Internal Audit, in addition to their review of the internal accounting and control functions, also carries out compliance verification in respect of a number of items included in this Code. Each year the RIEDEC-Board shall review the operation of the Code.

Corporate Governance

Corporate Governance aims at protecting the legitimate interests of our stakeholders in an appropriate and effective way. Corporate Governance considerations are consistently reflected in our evolving organizational structure and procedures.

Corporate Social Responsibility

We recognize our social responsibility and aim to improve the quality of life of our workforce, their families and the communities around our operations. We pursue a clear policy dealing with employment practices, occupational health and safety, community involvement as well as customer and supplier relations.

Sustainable Environmental Performance

We strive to preserve the environment for future generations by striking a balance between economic growth and continuously improving environmental performance and social responsibility.

Compliance

Appropriate measures are put in place to assist in complying with applicable laws and regulations in the businesses and countries where we operate. In particular with regard to:

Fair Competition

We respect the principles and rules of fair competition prohibiting anticompetitive behaviours and the abuse of a dominant market position.

Prevention of Bribery and Corruption

We will not utilize bribery and corruption in conducting our business. We will not offer or provide, either directly or indirectly, any undue pecuniary or other advantage for the purpose of obtaining, retaining, directing or securing any improper business advantage.

Management must ensure that transactions with third parties are carried out in accordance with all relevant legislation. No payment, in cash or otherwise, which could be interpreted as a bribe should ever be paid to, or accepted from, an individual or organisation with the condition of gaining commercial advantage or favour accruing to the Company. Third parties include employees or agents of suppliers or customers.

It is also absolutely forbidden for employees of RIEDEC to seek or accept payments or favours for the granting of contracts, offers of employment etc.

Fraud

Fraud is the intentional deception or illegal, unethical, dishonest or improper conduct that could result in gain, profit or advantage to an employee or harm or loss to the Company or another party.

Engaging in fraud is a fundamental breach of the core value of honesty and companies should treat it as a most serious breach of discipline.

Use and Protection of Assets and Information

Each of us entrusted with property belonging to or controlled by RIEDEC is responsible for the careful use, protection, expenditure and administration of such assets. We pay particular attention to IT aspects such as data protection and data security.

Individual company management has the responsibility to ensure that the company’s assets and resources should be used only for their designated purpose and in a proper manner. Special attention should be paid to the prevention of loss of assets and resources by way of deterioration or theft.

Assets include premises, equipment, financial facilities, trade secrets and other competitively sensitive proprietary information, patents, trademarks, computer hardware and software.

Confidentiality

Confidential information of any kind received in the course of employment, including information received outside the respective employee’s area of activity, must not be used in pursuit of the employee’s personal interests nor made available for the interests of third parties. Employees must ensure that Group information of any kind (e.g. documents, extracts, electronic data etc) is kept secure at all times. Any and all trade secrets must be treated confidentially and any internal information and documentation must not be passed on to people outside the organisation.

Information Technology and Data Protection

The efficient operation and security of computer equipment is essential for the smooth running of our companies. Individual companies or groupings of companies should adopt policies to meet these objectives and also the RIEDEC IT Policy. Special attention should be paid to back up arrangements, anti-virus defences, access codes and up-to-date system support.

The Company’s information systems, including all computers and related equipment, software, electronic mail systems, passwords, and data stored, remain at all times the property of the Company. As such, employees have no rights of privacy, except as provided by law, when using such information systems and equipment. These information systems are business tools provided by the Company to assist in the conduct of its business, and use of such information systems should be for legitimate business purposes in accordance with individual company policy. The systems should never be used in any way that would be unlawful, offensive, disruptive or harmful to other people; for example, creating, accessing, displaying, storing or transmitting sexually-explicit images or messages, or material that could be racially or ethically offensive, or any other conduct that violates company policies prohibiting discrimination and/or harassment are strictly prohibited.

We purchase software from external suppliers. This software is usually subject to copyright and remains the property of the originator. No illegally copied or purchased software can be used as this could expose both the individual and the Company to legal action. As a Group we collect a large amount of data both in written and electronic format. Most of this will be held by individual operating companies. This information includes data relating to customers, suppliers and personal information on individuals including past and present employees.

Extreme care must be taken with respect to the proper use, storage and transmission of this information. Companies must adhere to local law and register with the appropriate data protection agency where regulations so require.

Conflict of Interest

In situations in which our personal or financial interests may conflict materially with those of RIEDEC, we are expected fully to disclose them. We shall not take part in any business activities of RIEDEC where we may be influenced by our personal relations that are, or may be, construed as a hindrance to objective decision taking. If we find ourselves in a potential conflict of interest, we shall seek advice from line management or from our legal counsel so that an appropriate solution can be found.

A conflict of interest arises

• When an employee’s personal interests or opportunity for gain or profit are, or could be interpreted as being in conflict with those of the Group. Personal interests of an employee include those of "closely connected" persons such as blood relatives, relatives through marriage, close personal friends and non-platonic relationships.
• Where an employee whose position in a company involves selection or vetting of customers or suppliers, or whose position allows influence over these decisions, has a financial interest in a customer, supplier or competitor.
• Where an employee directly or indirectly owns an interest in real property, leaseholds, patents, or other rights in which the Group has an interest (or in which the employee knows or has reason to believe that the Group is likely to have an interest).

The Giving and Receipt of Gifts and Entertainment
We are prohibited from offering, soliciting or accepting gifts and donations related to our business.

It is sometimes necessary, proper and desirable to give to or receive gifts and entertainment from customers/suppliers. While it is not possible to set specific rules covering every situation, generally gifts, favours and entertainment may be provided if they:

• Are of insignificant monetary value arising out of ordinary corporate hospitality
• Are consistent with customary business practices;
• Are not excessive in value and cannot be construed as a bribe or a pay-off;
• Will not embarrass the Company or the employee if publicly disclosed;
• Are not in contravention of applicable law or ethical standards;
• Do not violate our customers’ rules pertaining to such matters;
• Are not in the form of cash, shares or similar instruments.

Donations for political or social purposes are permitted only within the limits of local laws and in complete transparency. Any doubt about the appropriateness of a gift or entertainment should be discussed with the CEO.

Competition (Anti-trust) Law

RIEDEC believes in operating in a free and open market. By following this principle we will be more effectively driven by the need to be both efficient and innovative. We are fully committed to complying with the competition law applicable in those countries where we are present.

Accounting and Records

All business transactions are recorded in a true, fair and timely fashion. In accordance with established procedures, appropriate accounting systems, controls and audits, we ensure the reliability and accuracy of our accounts, records and reports.

The consolidated financial statements of RIEDEC are prepared in accordance with International Financial Reporting Standards (IFRS). Individual companies must ensure that their accounting functions operate at the highest standard and that accounting records are maintained in accordance with local legislation, relevant accounting standards and RIEDEC Group guidelines. Compliance with these accounting standards is also subject to internal and external audit reviews.

Every company should adopt a plan for document retention with the objectives of contributing to the efficient running of that business and meeting all legal requirements.

Communication

We have a clear communications policy with our shareholders, employees and other stakeholders. We commit ourselves to open, transparent, impartial and timely information.

Responsibility

Each of us is responsible to know the relevant laws and regulations including this Code of Conduct. In all business situations where the requirements of the law or this Code of Conduct appear incomplete or unclear, each of us shall use good judgment and common sense, and if needed, seek advice from line management or our legal counsel. All of us are expected to adhere to this Code of Conduct in both the letter and the spirit. Violations against this Code of Conduct will not be tolerated. Non-compliance may be subject to disciplinary sanctions including termination of employment.

1.1.3 Independent Audit

As part of their auditing activity, the statutory and Group auditors inform the Board regularly about their findings and about proposals for improvement. The Board assesses the external auditors and monitors the results of the audit. The statutory and Group auditors are elected for a one-year term by the annual general meeting of the Board.

2 People and Career

2.1 Leadership and staff development

RIEDEC offers a range of opportunities for both experienced professionals and graduates from various backgrounds.

RIEDEC aims to recruit, develop and retain the best people, and provide an inclusive, supportive working environment for every employee.

Ongoing success comes from identifying and guiding the development of present and future managers throughout the company.

Regular assessments, mentoring and coaching, meeting objectives and identifying new challenges are all part of the career development process.

At RIEDEC, a cohesive and respectful work environment provides a platform for team members to explore their personal and professional growth. Good leadership combined with strong employee motivation is essential for our success.

For us personal and professional development is about

• Managing the Business (to set direction, maximize financial benefits and make sound decisions)
• Deliver Results (to reach stretch goals and customer satisfaction)
• Lead People (to communicate and relate to others in a way to foster their openness, collaboration, action and personal development, to inspire trust and confidence).
• Manage diversity (to value the individuality and differences our multinational workforce brings to our business)
• Language training, leadership courses and the international exchange of team members across countries

Using a performance assessment tool, supervisors are able to monitor their staff’s achievement against personal objectives and coach them on how to reach them.

2.2 Recruiting and employment principles

The commitment of our employees is one of the primary factors in the success of RIEDEC. We must ensure that our recruitment and employment practices conform, as a minimum, to all relevant laws and conventions. While insisting that merit is the ultimate basis for recruitment and selection decisions, management must ensure that they apply the principle of equal opportunity, valuing diversity regardless of age, gender, sexual orientation, disability, creed, ethnic origin, pregnancy or any other classifications protected under applicable laws.

Each operating company is responsible for managing all aspects of its own employee relations e.g. pay, pensions, benefits, hours of work, local code of conduct, agreements with unions, discipline, recruitment, promotions etc. These should be in accordance with the local legislation and custom and practice. However the principles relating to the treatment and respect due to the individual, as set out in our corporate guidelines and procedures should be incorporated in local policy.

2.3 Jobs at RIEDEC

We aim to recruit, develop and retain people who enjoy their work and are inspired to contribute their energy and ideas to building a sustainable business.

We are looking for talent to support our teams all over the world. We offer career opportunities in all countries in which RIEDEC operates. If you are interested in working for RIEDEC, please send your job application to Diese E-Mail-Adresse ist vor Spambots geschützt! Zur Anzeige muss JavaScript eingeschaltet sein!.

3 Sustainable Development

3.1 Environmental Commitment

Not only in our own interest, but in the interests of the environment we set ourselves ambitious targets for resource conservation. We emphasise increasing energy efficiency, improved recycling levels and the reduction of emissions and waste to a minimum.

RIEDEC strives to preserve the environment for future generations by striking a balance between economic growth and continuously improving environmental performance and social responsibility.

Therefore, highest attention should be paid to all applicable environmental legislation and all members of the Group are responsible for actively protecting the environment.

3.2 Customer and Supplier relations

RIEDEC strives to be a reliable partner for customers, suppliers and the society. The success of our business strategies relies greatly on the support of our customers. It is essential therefore that RIEDEC develops and maintains mutually good commercial partnerships, based on fairness and honesty, with their customers.

We are committed to, and have a responsibility to, supply our goods and services in accordance with all applicable laws relating to Health & Safety and product data requirements. The Company’s general and commercial management should have an appropriate working knowledge of these local requirements.

Our suppliers are key stakeholders in the performance of our business. We expect them to be quality driven, innovative and efficient thereby giving us value for money. We also expect our suppliers to operate in accordance with the law and to adhere to good ethical practice. In return we strive to be a good partner behaving in a fair and honest manner.

We pay special attention to the purchase, directly or indirectly, of products in or from developing economies. We require that our principal suppliers meet good standards in respect of local law concerning human rights, environment and Health & Safety.

We engage in long-term relationships with suppliers and contractors to secure the most value-enhancing products and services. These relationships are the basis of working toward a sustainable supply chain. The first principle is that our suppliers should respect our social and environmental policies.

Specific bribery and corruption provisions in our procurement policy build on the principles contained in our Code of Conduct. All contracts with suppliers and contractors must also include a clause securing the health and safety of all personnel.

3.3 Social Commitment

3.3.1 Safe Workplace

We recognize that the health and safety of our employees, subcontractors, third parties and visitors is vital to our business success. To analyze the causes of all accidents and avoid them in the future, management is required to present corrective measures, including hazard identification, risk assessment and controls, training, and maintenance and emergency procedures. Accountabilities are set at each line management level.

Clear organizational accountabilities are supported by a robust program of training, communication, strict procedural discipline and locally developed policies and action plans. It is our responsibility to protect the health, safety and lives of people who come to work at or visit our locations. Our Health & Safety policy which applies to all companies is to:

• Comply, at a minimum, with all applicable legislation and continually improve our Health & Safety stewardship towards industry best practice
• Ensure that our employees and contractors respect the Group’s Health & Safety guidelines
• Ensure that our Companies provide a healthy and safe workplace for all our employees and contractors, and take due care of customers and visitors at our locations
• Require our employees and contractors to work in a safe manner as mandated by law and industry best practice. While the management of Health & Safety is a daily priority of line management, every person carries a duty of care for their own actions as they interact in their workplace with other individuals. Employees are required to raise any concern they have regarding Health & Safety practice as a matter of urgency with their superior. Apart from the Group policies individual operating units and companies are required to set out more detailed parameters to conform to their own operating requirements and local law. The Group carries out a detailed annual review of the performance of all operating units the results of which are reported to the Board of RIEDEC

The misuse of alcohol, controlled substances, medication and the use of illegal drugs in relation to the workplace is prohibited. This prohibition includes the selling, purchase, transfer or improper action related to such products. The consumption of alcohol on site is allowed only on exceptional occasions and subject to the specific prior approval of the location manager.

3.3.2 Employment Practices

We are committed to recruiting, equipping, developing and retaining the best people in our industry. We strive to be the most attractive employer in our industry by providing attractive workplace conditions.

By valuing diversity and promoting equal opportunities, RIEDEC benefits from having a diverse, multicultural workforce.

The RIEDEC values of performance, growth and sustainability are being embedded in all Group companies. The annual performance appraisals, training and developing activities as well as systems to collect and handle employee grievances and complaints aim to achieve a high level of employee satisfaction. RIEDEC strives to provide a work environment in which people feel valued and have opportunities for professional and personal growth. This is vital to ensuring a loyal, motivated and productive workforce.

3.3.3 Human Rights

As a Group we are fully committed to human rights. The Group respects the protection of human rights within our areas of influence including:

• The protection of the human rights of our employees through policies on equal opportunity and non-discriminatory treatment valuing the diversity it brings to our business
• Supporting the application of fair and just remuneration
• Respecting freedom of association including the right to join trade unions
• Considering human rights implications, where applicable, in investment decisions

All Group companies apply global RIEDEC standards and each takes appropriate measures to protect the company from the risks prevalent in that country, for example the risk of child labour and the risk of incidents of forced or compulsory labour.

Whenever necessary, training on equal opportunities policies and procedures as well as training on human rights policies and procedures is provided. In addition, human rights impacts are considered when taking major investment decisions.