Please consider the environment before printing this document. Principles of business ETHICAL. conduct. SPIE, sharing a vision for the future

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1 Please consider the environment before printing this document Principles of business ETHICAL conduct SPIE, sharing a vision for the future

2 10 GUIDING PRINCIPLES SPIE s UNDERTAKINGS ETHICAL CONDUCT THE ENVIRONMENT The principles of ethical business conduct of SPIE embody the Group s undertakings in the area of ethics and reflect our historical values as expressed in our Guiding principles : ETHICAL BEHAVIOUR We aim to be reliable, trustworthy and fair in all we do. We shall endeavour to meet or exceed applicable legal standards, keep to our contractual commitments and avoid conflicts of interest. We are committed to fighting corruption in all its forms, producing accurate internal data, which we will keep confidential and secure, and communicating in an open and transparent way, internally and externally. The purpose of those undertakings is not only to ensure our compliance with applicable laws and regulations, but also to win and keep our clients, our shareholders, our employees, our suppliers, and our other partners trust over time. SPIE adheres to the guidelines of the OECD and has been a member of Global Compact since 2003, an organisation which, under the aegis of the United Nations, promotes the protection of human rights, the compliance with labour rules, the fight against corruption, and the taking into account of environmental issues. HEALTH AND SAFETY RESPECT FOR EMPLOYEES TRAINING AND INVESTMENT DIVERSITY LOCAL COMMITMENT CUSTOMER SERVICE ACCOUNTABILITY RISK MANAGEMENT

3 One of SPIE s guiding principles: ETHICAL CONDUCT SPIE maintains high ethical requirements in the conduct of its business. They are aimed at promoting and protecting sound in-house culture based on trust and integrity. Each employee of SPIE is responsible for conducting his or her business with loyalty and integrity and to comply with behavioural rules in accordance with the principles described below. Managers are responsible for promoting the rules of business ethical conduct with their teams and demonstrating their adherence to such rules and principles through example. No performance goal of any kind, which departs from the principles of business ethical conduct can be defined, imposed, or accepted. Failure to comply with the behavioural rules defined in the principles of ethical conduct of business by any employee may lead to appropriate disciplinary action and proceedings by the employer.

4 8 PRINCIPLES OF BUSINESS ETHICAL CONDUCT 1 COMPLIANCE WITH LAWS SPIE complies with laws in countries where it conducts business, including those regarding the prevention of and fighting against corruption. If domestic laws require stricter rules than those contained in these principles of ethical conduct of business, then the domestic laws shall always prevail. If the principles of ethical business conduct provide for stricter rules than domestic laws, the principles of ethical business conduct should prevail.

5 ACCURACY OF ACCOUNTS- PAYMENTS CONFIDENTIALITY AGREEMENTS WORK STANDARDS SPIE prohibits the receipt or issuing of invoices that do not reflect the value of services or any other act that could affect the veracity of the accounts of the company, which should reflect in a faithful, complete, and accurate manner, all of its business transactions. The actual origin and use of any amount of money should be documented at all times. No form of payment aimed at, or resulting in, protecting the anonymity of the payer or beneficiary is allowed. SPIE prohibits the unauthorised use or disclosure of information considered as confidential and belonging to the company. These confidentiality provisions apply specifically to ideas, knowhow, information about clients, suppliers, contracts, technical and commercial practices or offers. SPIE s employees have a duty of discretion regarding this kind of information even after they leave the company. The disclosure to third parties, of financial information that has not been previously communicated publicly by the company is subject to internal rules relating to the disclosure of such information. SPIE prohibits the fraudulent securing of confidential information from third parties. SPIE prohibits anticompetition agreements and trains its employees accordingly. Any concerted action, agreement with third parties, potentially limiting access to the market by competitors, distorting free competition or level of market prices or market shares is strictly prohibited. Thus the teams of SPIE work in an environment of sound and loyal competition without any unlawful practice, guaranteeing quality, innovation, competitive prices and transparency to our clients. SPIE complies strictly with human right laws prohibiting child labour and forced labour, any form of discrimination and the use of any illicit work.

6 6 CORRUPTION SPIE rejects any kind of corruption. Corruption can be active or passive. Active corruption is the fact of offering money, a benefit, a donation or a promise in exchange for a privilege (contracts, jobs, and any other favourable decision). Passive corruption is the fact of accepting or soliciting a gift, money, a promise or an undue benefit, to favour a person or company in exchange for it, and using one s position and authority. Briberies and illegal commissions SPIE prohibits the offering, payment and accepting of bribes and hidden commissions, as well as any means of procuring undue benefits in particular from: Public and private clients; Intermediaries, providers, suppliers and employees of the latter; Public agents and the like; Their relatives, partners and friends. Use of intermediaries The use of service providers, agents or consultants is allowed only within the framework of compliance with strict internal rules to prevent any risk of corruption and illegal practice possibly involving the responsibility of SPIE. Specifically, the compensation paid should be representative of the value of service provided and the terms of the contract should ensure that service providers, agents or consultants act in compliance with SPIE s ethics policy and with the applicable rules and laws. Facilitation payments SPIE prohibits facilitation payments (modest amounts paid to public agents to allow to complete or speed up a formality that a public agent is responsible for) even if such payments are compliant with the local customs of some countries. Political party funding SPIE does not take part in the funding of political parties, even in countries where the law allows such practices. SPIE respects the right of each employee to take part, in a personal capacity, in political activities but each employee doing so should: - Not associate the name of SPIE with the same, in any way; - Not use the resources of the company (material or human). Gifts, invitations to our clients and partners SPIE considers that offering gifts and invitations is acceptable if such gifts or invitations are reasonable in value, are made rarely and are offered openly in circumstances that cannot affect the process of a business transaction or of a decision-making impacting the business of SPIE. Functional gifts are prohibited. Gifts and invitations from suppliers and providers Only marketing gifts can be accepted from suppliers or providers. In the same way, any proposal of a trip or assisting at a show should be refused. Restaurant invitations should be related to a specific event and be of a reasonable value. Participation in a supplier seminar and in a collective cultural or sports event can be accepted subject to approval by management. Donations to charities Donations to charities should be made in countries where they are allowed, in compliance with regulations, including rules of taxation, and for a disinterested purpose. SPIE prohibits donations of any kind to secure an undue benefit.

7 7 8 RESPECT FOR PROPERTY CONFLICTS OF INTEREST ETHICS alert Each employee of SPIE should respect all of SPIE s tangible and intangible property (furniture, buildings, names, trademarks, patents and any other form of industrial or intellectual property). SPIE prohibits the use of or the supply to third parties of its property/assets for illegal purposes or unrelated to its business. SPIE prohibits making illegal copies of the software that it uses or making unauthorised use of it. The use of communication systems and internet network is reserved for business purposes (use for personal purposes is tolerated within reasonable limits). SPIE prohibits the use of communication systems and internet network to circulate or receive messages or images that can be considered as offensive to, or disrespectful of, colleagues or other persons. Decisions made in a context of a conflict of interest can create doubt about the quality of that decision and about the integrity of the person that made it and can trigger the liability of the company. Any personal interest likely to be in conflict with the interest of the company should be reported to senior management for an assessment of the situation. Each employee is asked to display vigilance and alert his or her management or the Compliance Officer of his or her subsidiary or of the group to any potential non-compliance with laws, regulations, or SPIE s ethical principles. The normal channel for an alert is a report to management. However, should that not be suitable to an employee he or she may bring the matter to the Compliance Officer of the subsidiary. In the event of any breach found particularly serious by an employee, he or she may bring the matter directly to the Group s Compliance Officer.

8 Réf : POD-SPIE-PRINCIPESDECONDUITEETHIQUEDESAFFAIRES2013-PLAQUETTE_EN_rev01 SPIE - Design and production - - September SPIE SA Parc Saint-Christophe CERGY-PONTOISE CEDEX FRANCE Tel.: +33 (0)