Corporate Code of Conduct
1 Basic Behavioral Requirements
1.1 TDE Group laws and regulations
It is a fundamental principle for TDE Group employees to obey laws and regulations of countries they are operating within and to care about TDE Group policies. Violations must be avoided under all circumstances; otherwise employees will be subject to disciplinary action, regardless of the sanctions that could be imposed by law.
1.2 TDE Group - Mutual Respect, Honesty and Integrity
TDE Group employees have to respect the personal dignity, privacy, and personal rights of every individual. This means mutual respect towards individuals of different races, cultures, religions, ethnic backgrounds, ages, disabilities, sexual identity, world view and gender. TDE Group employees do not tolerate discrimination against anyone on the basis of any of these characteristics or harassment or offensive behavior, whether sexual or otherwise personal. These principles apply to both internal cooperation and conduct towards external partners. TDE Group employees are open, honest and stand by their responsibilities. They are reliable partners and make no promises that cannot be kept. TDE Group employees have to act with integrity.
1.3 TDE Group - Responsibility for the Reputation
The reputation of TDE Group is determined by our actions and by the way each and every one of us presents and conducts himself/herself. Illegal or inappropriate behavior on the part of even a single employee can cause considerable damage. Every employee should take into consideration in maintaining and promoting the good reputation of TDE Group in the respective country.
1.4 TDE Group - Rules of Conduct
The top priority within an organization is the culture of integrity and compliance. All managers must fulfill their duties of organization, supervision and bear the responsibility for their employees. All managers must take responsibility for all their employees entrusted to them. They must also earn respect of their employee's with exemplary personal behavior, performance, openness, and social competence. This means, that each manager must emphasize the importance of ethical conduct and compliance. They should be regular topics of everyday business and promoted through personal leadership and training. All managers shall be accessible to employees if they wish to raise compliance concerns, ask questions or discuss a professional or personal problem. However these responsibilities of managers do not relieve employees of their own responsibilities. We must all work together to comply with applicable laws and TDE Group policies. In particular, the following duties apply to managers:
- The manager must clearly communicate to employees the importance of integrity and compliance in everyday business. He/she must communicate that violations of the law are unacceptable and will have consequences regarding their employment (duty of communication).
- The manager must ensure that compliance with the law is continuously monitored (duty of monitoring).
- The manager must carefully select employees based on their suitability regarding their personal and professional qualifications. The duty of due care increases with the significance of the task which the employee must perform (duty of selection).
Each employee is requested to approach his/her direct superior or the legal department in case of any doubt. The following rules of conduct represent guidance for the correct behavior of daily business processes and therefore must be observed by all employees:
- We avoid any inappropriate behavior that internally or externally may give the impression that we are performing in an anticompetitive manner
- We disclose no information that deals with business secrets or may allow conclusions to be made regarding the market behavior of a company within the TDE Group
- We do not inquire into any information about other competitors as mentioned above
- In general we do not make any competition-relevant agreements - regardless of a binding or non-binding nature
- We only contribute to joint events with competitors (e.g. association meetings) in agreement with our superior. To document their content and then report it to our superiors
- If questionable agreements in terms of the antitrust law are made or market-relevant information is exchanged at joint events. We immediately express our negative position and instantly depart from the event
- We involve the legal department for agreements that are sensitive in terms of the competition law
- In the concrete case we take advantage of the opportunity to consult with the respective unit in the legal department regarding antitrust law
- any employee who is accused of an antitrust violation shall contact the compliance department immediately
2 TDE Group - Business Partners and Third Parties
2.1 Prohibition of Agreements Restricting Competition
The prohibition of restrictive practices, eradicates anticompetitive contact between companies, which distorts the free play of competition within the market.
Legally binding agreements are not necessary for this. Even acting accordingly to a "recommended" mode of behavior and so-called "gentlemen's agreements" is not permitted. However the exchange of sensitive information on the telephone, by email and within the range of "private" or informal meetings is questionable in terms of the antitrust law. These are all types of information that could reduce strategic uncertainty on the market, such as production costs, customer files, revenues, sales figures, capacities, quality, marketing plans, etc.
It does not depend on if competition is restricted, what is important is whether it was the intention of the companies involved and if they behaved accordingly.
Restrictions on competition can arise between both competitors and between suppliers and customers.
2.2 Illegal Agreements between Competitors
This concerns agreements between companies with activities on the same market. Examples of illegal agreements between competitors:
- price agreements,
- agreements about other conditions (e.g. modes of payment, delivery times, service quality),
- dividing up markets or customers,
- exchange of information relevant to competition,
- agreement about submitting or not submitting offers within the range of public or private tenders
In contact with competitors, constant attention must be given regarding rejecting or giving any information that could allow conclusions to be drawn about current or future market behavior.
2.3 Illegal Agreements between Suppliers and Customers
This concerns agreements between companies operating on different levels in the economic process, such as those that are in a supplier/customer relationship to one another. Examples for agreements between suppliers and customers that are illegal:
- price fixing of distributors, e.g. fixing resale prices (there are separate regulations for sales representatives and franchisees),
- territorial protection agreements,
- most favored customer clauses, exclusivity provisions such as total requirement or exclusive supply as well as non-competition obligations
Particularly with agreements of this nature, the duration and intensity or market position of those concerned is decisive.
Agreements with respective clauses which illegally restrict the freedom of designing the products and prices of our customers or suppliers may not be concluded.
2.4 Anti-Corruption: Offering and Granting Advantages
We compete fairly for orders with the quality and the price of our innovative products and services, not by offering improper benefits to others. As a result, no employee may directly or indirectly offer, promise, grant or authorize giving money or anything else of value to a government official to influence official action or obtain an improper advantage. The same applies to a private commercial counterpart in a business transaction to consider an improper advantage.
Any offer, promise, grant or gift must comply with applicable laws and TDE Group's policies. It must not raise an appearance of bad faith or unsuitability. This means that no such offer, promise, grant or gift may be created if it could be understood as an effort to improperly influence a government official or as a bribe to a commercial counterpart to grant TDE Group a business advantage.
The term government official is defined broadly to include officials or employees of any government or other public body, agency or legal entity, at any level, including officers or employees of state-owned enterprises and public international organizations. It also includes candidates for political office, political party officials and employees, as well as political parties.
In addition, employees may not give money or anything of value indirectly (for example, to a consultant, agent, intermediary, business partner or other third party) if the circumstances indicate that all or part of may possibly be directly or indirectly passed on to a government official to influence official action, obtain an improper advantage or to a private commercial
counter party in consideration for an unfair advantage in a business transaction. For this reason, employees responsible for hiring consultants, agents, partners in joint ventures or comparable entities must take action as appropriate to:
- ensure that third parties understand and will abide by TDE Group's anti-corruption policies or comparable equivalents,
- evaluate the qualifications and reputation of third parties, and
- include appropriate provisions in agreements and contracts designed to protect TDE Group.
These all apply specifically, only if they have contact with government officials on behalf of TDE Group. Finally, each investment decision made by the Company - whether it is the purchase of a controlling interest in a company or a minority interest, or a joint venture arrangement - must be based on a prior compliance check.
2.5 Anti-Corruption: Demanding and Accepting Advantages
Employees are not permitted to use their jobs to solicit, to demand, accept, obtain or promise advantages. This does not apply to the acceptance of occasional gifts of purely symbolic value or meals or entertainment reasonable in value that are consistent with local customs, practices and TDE Group policies. Any other gifts, meals or entertainment must be refused.
2.6 Political Contributions, Charitable Donations and Sponsoring
TDE Group does not make political contributions (donations to politicians, political parties or political organizations). As a responsible member of society, TDE Group makes monetary or product donations for education and science, art and culture, social and humanitarian projects. Sponsorships which the TDE Group receive for advertising are not considered donations, nor are they contributions to industry associations or fees for memberships in organizations that serve business interests. Some donations are always prohibited, including donations
- to individuals and for profit organizations
- paid to private accounts,
- to organizations whose intentions are incompatible with TDE Group's corporate principles, or
- that would damage TDE Group's reputation.
All donations must be transparent. This means the recipient's identity and the planned use of the donation must be clear. The reason and purpose for the donation must be justifiable and well documented. Quasi-donations, are donations which appear to be compensation for a service, however if they are substantially larger than the value of the service, they are prohibited as they violate the principles of transparency.
Sponsoring is any contribution in money or in kind by TDE Group for an event organized by a third party in return for the opportunity to advertise the TDE Group brands, for example, displaying the TDE Group logo, being mentioned in an opening or closing address, or the participation of a speaker on a discussion panel, as well as tickets to the event. All sponsoring contributions must be transparent, consistent to written agreement, for legitimate business purposes, and commensurate with the consideration offered by the event host.
Contributions may not be promised, offered or made to secure unjustified competitive advantages for TDE Group or for other improper purposes, and not made towards events organized by individuals or organizations that have goals incompatible with TDE Group's corporate principles or that would damage TDE Group's reputation.
2.7 Governments Procurement
TDE Group competes for contracts from international government entities and government owned businesses. In all of TDE Group's dealings and interactions with governments, we act in a manner that is transparent, honest and accurate.
We comply with all applicable laws and regulations related to government procurements, including laws prohibiting efforts to improperly influence government officials.
2.8 Anti-Money Laundering
Money laundering is the process of concealing the nature and source of money connected with criminal activity- such as terrorism, drug trafficking or bribery. Dirty money is integrated into the stream of commerce so it appears legitimate or its true source or owner cannot be identified.
It is TDE Group's objective to conduct business with reputable customers, consultants and business partners who are involved in lawful business activities and whose funds originate from legitimate sources. We do not under any circumstances facilitate money laundering. All employees must accept anti-money laundering laws, designed to detect and deter suspicious forms of payment, customers or other transactions that could involve money laundering. All employees must be attentive and report any suspicious behavior from customers, consultants and business partners to avoid any criminal activity. Employees must keep track of all accounting, record-keeping and financial reporting requirements applicable to cash and payments in connection with other transactions and contracts.
2.9 Trade Controls
TDE Group complies with the applicable export controls, customs laws and regulations in countries where business takes place. Typically export controls apply to the transfer of goods, services, hardware, software or technology across certain national borders, including by email. Export control laws may be triggered in connection with direct, indirect exports or imports from sanctioned countries or parties. Who may have a designated based for national security grounds or because of participation in criminal activity. Violations of these laws and regulations may lead to serious penalties, including fines and governmental withdrawal of simplified import and export procedures (interruption of a logical supply chain).
Employees involved in the import and export of goods, services, hardware, software or technology as described above must follow the applicable economic sanctions, export control and import laws and regulations and any related policies and procedures established by the business or employer.
2.10 Working with Suppliers
TDE Group expects its suppliers to share TDE Group's values and comply with all applicable laws. Furthermore, TDE Group expects its suppliers to act in accordance with the following principles, adopted by TDE Group, concerning responsibilities vis-a-vis with stakeholders and the environment:
- Adhere to all applicable laws
- prohibit corruption,
- respect basic human rights of employees,
- comply with laws prohibiting child labor,
- take responsibility for the health and safety of their employees,
- act in accordance with the applicable statutory and international standards regarding environmental protection, and
- promote compliance of TDE Group's Code of Conduct among their suppliers.
3 Avoiding Conflicts of Interest
It is the duty of TDE Group employees to make business decisions in the best interest of the group and not based on their own personal interests. Conflicts of interest arise when employees engage in activities or personal interests at the expense of the interests of the TDE Group.
Employees must inform their supervisor of any personal interest that could hinder the execution of their professional duties.
Employees are not permitted to use for their own personal contracts or orders, companies which they have business dealings with as part of their activities for TDE Group. As they could interfere with an advantage from the personal contract or order. This is applicable if the employee exercises or is capable of exercising a direct or indirect influence on if that company receives a contract from TDE Group.
A conflict can take the form of a business relationship with, or an interest in, a competitor or customer of TDE Group, or participation in sideline activities that prevent employees from being able to fulfill their responsibilities for the TDE Group. Therefore it is essential that all employees recognize, avoid, or the appearance of conflicts of interest, as they conduct their professional activities.
3.1 Competing with TDE Group
An employee may not serve or assist a company that competes with TDE Group or engage in any competing activities.
3.2 Sideline Work
Employees may not engage in sideline work that competes with the TDE Group. If employees engage in other sideline work for remuneration they must notify TDE Group beforehand and seek written permission. Occasional writing activities, lectures, and comparable occasional activities are not considered sideline work. Permission will not be granted, if it is detrimental to the interests of TDE Group. Permission may be refused if employees have dealings with the company in question regarding their official TDE Group's duties. Previously granted permission may also be revoked on these terms.
3.3 Interests in Third Companies
Employees, who directly or indirectly hold or acquire a stake in a competitor company, must disclose this to their personnel department, only if this stake gives them the opportunity to exert influence on the management of that company. As a general rule, it can be estimated that the possibility to exert influence on the management exists when a stake exceeds 15% of a competitor company's total capital.
Employees who directly or indirectly hold or acquire an interest in a TDE Group business partner or a company in which TDE Group has ownership shares must disclose this fact to the personnel department responsible. If they have dealings with the business partner or company for the duration of their official duties or if they will hold a position in that company. For shares in listed companies, this only applies if the interest exceeds 15% of total equity. Once an interest in a third company has been disclosed, the Company may take suitable action to eliminate any conflict of interest.
4 The Handling of Company Property
Numerous devices and pieces of equipment are in TDE Group offices and workshops, such as telephones, copying machines, computers, software, Internet/ Intranet, machines and other tools, including e-mail and answering machine systems. These are only to be used for Company business and not for personal use. Exceptions, and payment if applicable, can be agreed upon locally, provided that the use of TDE Group property does not:
- relate to any illegal activity,
- cause an actual or perceived conflict of interest, or
- lead to significant added costs, disruption of TDE Group business or other adverse effects for the Company, including interfering with an employee's assigned duties or the duties of other employees.
Information may not be retrieved or transmitted which encourages or incites racial hatred, glorification of violence or other criminal acts, or contains material which is sexually offensive within the respective culture under any circumstances.
Employees are not permitted without the consent of their supervisor to make records, files, video or audio recordings, or reproductions using TDE Group equipment or facilities if the activity is not related to Company business.
5 Handling of Information
5.1 Records and Financial Integrity
Open and effective communication requires accurate and precise reporting. This applies equally to relationships with investors, employees, customers and business partners, as well as with the public and all governmental offices.
TDE Group is also required to maintain sound processes and controls so that transactions are executed according to the management's authorization. TDE Group must also prevent and detect unauthorized use of TDE Group assets. All TDE Group employees are required to make sure that TDE Group books and records created or are otherwise responsible for are:
- genuinely reflect each transaction or expenditure, and
- are up-to-date and in accordance with applicable accounting rules and standards,
whether or not the information will be included in public filing or provided to a government agency. Such books and records include all data, certifications and other written materials provided for financial reporting and disclosure purposes as well as materials collected for other purposes. These also include internal expense records (such as expense account reports).
Confidentiality must be maintained in regard to TDE Group's internal confidential or proprietary information that is not known to the public. Nonpublic information from or concerning suppliers, customers, employees, agents, consultants and other third parties must be protected in accordance with legal and contractual requirements. Confidential or proprietary information may include:
- details concerning a company's organization and equipment, prices, sales, profits, markets, customers and other elements of business,
- information on manufacturing or research and development, and
- internal reporting figures.
The obligation to maintain confidentiality is extended beyond the termination of the relevant relationship, as the disclosure of confidential information could cause harm to TDE Group's business, clients or customers regardless of the time of disclosure.
5.3 Data Protection and Data Security
Access to the Intranet and Internet, worldwide electronic information exchange and dialogue, and electronic business dealings are crucial to the effectiveness of every individual, and for the success of the business as a whole. However, the advantages of electronic communication are fixed to risks in terms of personal privacy protection and data security. Effective insight with regard to these risks is an important component of information technology management, the leadership, and the behavior of each individual.
Personal data may only be collected, processed, or used to such an extent as necessary for pre-determined, clear, and legitimate purposes. In addition, personal data must be maintained in a secure manner and appropriate precautions should be taken when transmitting it. High standards must be ensured with regard to data quality and technical protection against unauthorized access. The use of the data must be transparent for those concerned. The rights of those concerned must be safeguarded with regard to use and correction of information and, if applicable, to the objections pertaining to the blocking of, and deletion of information.
In some jurisdictions (such as the European Union) there are strict laws and regulations pertaining to the collection and use of personal data, including data on customers or business partners. All employees must abide by such laws, to the extent of which they are applicable, to protect the privacy of others.
6 Environment, Safety and Health
6.1 Environment and Technical Safety
Protecting the environment and conserving natural resources are high priorities for our Company. Through management leadership and employee commitment, TDE Group strives to conduct its operations in a manner that is safe and continually improves environmental performance. A worldwide environmental management system has been implemented by TDE Group to ensure observation of the law and also sets high standards for this purpose. Starting at the beginning of the product development stage, environmentally compatible design, technical safety and health protection are fixed targets.
All employees must contribute to these goals through their own behavior.
6.2 Work Safety
Protecting the health and safety of employees in the workplace is a high priority for TDE Group. It is the responsibility of everyone to foster TDE Group's efforts to conduct its operations in a safe manner. The responsibility vis-a-vis employees require the best possible accident prevention measures, and these apply to:
- the technical planning of workplaces, equipment and processes,
- safety management, and
- personal behavior within the everyday workplace
The work environment must conform to the requirements of health-oriented design. All employees must constantly be attentive to work safety.
7.1 Conventions and Recommendations of International Organizations
In addition to the laws and regulations of individual countries, there are a number of Conventions and Recommendations from international organizations which are noteworthy. Although these documents are primarily addressed to Member States and not directly to companies, they nevertheless function as important guidelines for the conduct of multinational companies and their employees. TDE Group supports the requirements of these conventions and recommendations.
TDE Group is committed to embracing, supporting and achieving, within its influential range, the set of core values within the areas of human rights, labor standards, the environment, and anti-corruption included therein as an integral part of its business strategy and operations.
In alignment with its Global Compact commitment, TDE Group therefore expects its international employees, suppliers and business partners to recognize and apply the standards of the:
- Universal Declaration of Human Rights (1948) and European Convention for the Protection of Human Rights and Fundamental Freedoms (1950)
- ILO (International Labor Organization) Tripartite Declaration of Principles concerning Multinational Enterprises and Social Policy (1977) and ILO Declaration on Fundamental Principles and Rights at work (1998) (specifically with the following issues: elimination of child labor, abolition of forced labor, prohibition of discrimination, freedom of association and right to collective bargaining)
- OECD Guidelines for Multinational Enterprises (2000) • Agenda 21 on Sustainable Development (final document of the basic UN-conference on environment and development, Rio de Janeiro (1992)
- UN Convention Against Corruption (2005)