ODE OF CONDUCT. SE & Co. KGaA CODE OF CONDUCT

Transcription

1 ODE OF FRESENIUS CONDUCT SE & Co. KGaA CODE OF CONDUCT

2 Table of Contents Message from the Fresenius Management SE Management Board 3 1. Scope and Personal Obligations 4 2. Principles of Conduct Quality and Safety of Products and Services Fair Competition Dealing with Customers, Patients, Business Partners and Public Officials Conflicts of Interests Dealing with Confidential Company Information Data Protection Protection of Company Property Accounting and Reporting Communication with the Public Social Responsibility Rules on Compliance with the Principles Management and Employee Obligations Training and Questions Regarding Compliance with this Code of Conduct Information on Misconduct Possible Consequences of Misconduct Contact 15 2 FRESENIUS SE & Co. KGaA CODE OF CONDUCT

3 Message from the Fresenius Management SE Management Board Dear colleagues, Responsible and sustainable management is an integral part of our company culture and our daily business. It is important for us to fulfill our legal and ethical responsibilities as a company in order to be perceived as a reliable partner of integrity for patients, customers, government agencies and the general public in the health care system. For these reasons, we have adopted this Code of Conduct which contains the main principles and rules for conduct within the Fresenius Group and when dealing with external business partners or the general public. These principles and rules are mandatory for all of us. The Code of Conduct shall help us all to make the right decisions in our daily work. Any violation of the Code s principles and rules can result in a loss of trust in our company, in significant economic consequences and criminal and civil liability. Please safeguard the future success of Fresenius by following the principles and rules of this Code of Conduct! Yours sincerely Dr. U. M. Schneider R. Baule Dr. F. De Meo Dr. J. Götz Dr. B. Lipps S. Sturm Dr. E. Wastler FRESENIUS SE & Co. KGaA CODE OF CONDUCT 3

4 BINDING FOR ALL FRESENIUS SE & Co. KGaA EMPLOYEES RINCIPLES OF CONDUCT ROLE MODEL FOR THE BUSINESS SEGMENTS 1. Scope and Personal Obligations All Fresenius SE & Co. KGaA employees 1 are bound by the principles of this Code of Conduct as well as by the rules on compliance with these principles. Internal guidelines and standard ope rating procedures reflect these rules in greater detail. These rules may not be circumvented by individual instructions. The principles set out herein must be followed in every type of business relationship. This Code of Conduct serves as a role model for establishing and enhancing individual Codes of Conduct within all business segments. In general, the existing Compliance Programs remain unaffected by the Fresenius SE & Co. KGaA Code of Conduct as long as they do not contradict the sense and purpose of this Code s principles. Compulsory legal provisions in certain countries may vary from this Code of Conduct. In these cases, as a matter of principle the stricter rule must be followed. 1 Fresenius SE & Co. KGaA comprises also Fresenius Management SE als well as the companies of the segment Corporate including Fresenius Biotech. 4 FRESENIUS SE & Co. KGaA CODE OF CONDUCT

5 UALITY AND SAFETY STRICT COMPLIANCE WITH REGULATIONS FAIR COMPETITION 2. Principles of Conduct 2.1. Quality and Safety of Products and Services The quality and safety of our products and services are the basis of our business activities. Each employee is responsible for ensuring compliance with these principles within the employee s area of responsibility. Statutory or internal safety and quality regulations must be strictly followed, in particular by employees in production facilities and clinics. The technical and social skills of our employees are a prerequisite for this. Fresenius regularly offers training courses to continually improve the quality and safety of its products and services Fair Competition We want to achieve our market position through the outstanding quality of our products and services as well as through our performance, not through unfair business practices. No employee shall make any illegal agreements with business partners which may have as their object or effect the restriction of competition. Not only are written and oral agreements forbidden, but also concerted practices which attempt to or restrict competition or any conduct that is designed to do so. Fresenius employees shall not treat customers or suppliers in an unfair and unprofessional manner. Offers and proposals must be evaluated objectively on the merits of price and performance. Fresenius business partners shall not be subject to any illegal restrictions in setting prices or establishing purchasing relationships with their business partners. FRESENIUS SE & Co. KGaA CODE OF CONDUCT 5

6 USINESS NO CORRUPTION AND BRIBERY DEALINGS 2.3. Dealing with Customers, Patients, Business Partners and Public Officials Our reputation as a reliable business partner of integrity shall not be jeopardized by corruption. Fresenius is emphatically against bribery and corruption. We do not tolerate business which is carried out by unfair means. In addition, any benefits offered to public officials, especially to representatives of agencies and governments, are subject to special restrictions and may only be granted in compliance with legal regulations and corporate guidelines that establish special procedures for auditing, authorization and documentation. Customers and business partners shall not be offered, promised or given, whether directly or indirectly, benefits that compromise or appear to compromise the ability to make fair and objective business decisions. The same also applies to the solicitation or acceptance of such benefits by Fresenius employees. The remuneration of advisors, agents and brokers must be commensurate to the services provided. It must not serve to provide business partners with undue benefits. The granting or acceptance of benefits through the assignment or involvement of advisers, agents or brokers for the purpose of unfair business practices is also prohibited. 6 FRESENIUS SE & Co. KGaA CODE OF CONDUCT

7 BUSINESS DEALINGS COMPLIANCE WITH RULES FOR DEALING WITH BENEFITS The following rules for dealing with benefits must be observed: Low value gifts may be accepted or given as long as they are voluntarily provided and there is no expectation of any reciprocal consideration. The relevant internal guide lines for procedures and maximum value have to be considered. Hospitality may only be arranged for legitimate business purposes and within a reasonable amount. Individuals who are not business partners of Fresenius or who are not employees of companies with whom Fresenius has a business relationship are, in general, excluded from these events. There shall be no donations granted to political organizations, parties, individual politicians and organizations which could harm Fresenius reputation. Donations may not be made to individuals or private bank accounts. Donations may only be made on a voluntary basis and without any expectation of reciprocal consideration. All donations must comply with the rules for approval, proper documentation and tax deduction. In principle, Fresenius only sponsors events which promote health and patient care or scientific knowledge. FRESENIUS SE & Co. KGaA CODE OF CONDUCT 7

8 ONFLICTS OF NTERESTS ARE ACTING IN THE BEST INTERESTS OF FRESENIUS O BE AVOIDED 2.4. Conflicts of Interests Business will only be carried out in the best interests of Fresenius. Each employee is required to act in the best interests of the company. Situations in which personal or financial interests of the employee or of related parties conflict with Fresenius interests are to be avoided. In conflict situations, the interests of Fresenius must not be compromised. Part-time employment that may conflict with company interests requires the explicit permis sion of Fresenius. This applies especially to any position at a company with which Fresenius has a business relationship or which is a competitor. In such situations, the employee shall not pursue their personal interests or those of third parties or use any Fresenius business opportunities for personal advantage. Shareholdings or investments in companies or business partners who operate in the same industry or sell products comparable to those of Fresenius, must not result in conflicts with Fresenius interests. Fresenius is not involved in party politics. Employees shall respect this position in their private activities and when expressing opinions and shall not imply any connection with their responsibilities as an employee. 8 FRESENIUS SE & Co. KGaA CODE OF CONDUCT

9 CONFIDENTIALITY NO SHARING OF CONFIDENTIAL COMPANY INFORMATION OF INFORMATION 2.5. Dealing with Confidential Company Information Confidential company information shall not be shared with third parties, including friends or family members. Each employee must treat company information confidentially and shall not use it to procure an economic advantage for themselves or others. In particular, confidential company and market information about Fresenius must not be shared with third parties neither with competitors nor with friends and family members. Also, employees shall not misappropriate competitors business secrets and then utilize them in the supposed interests of Fresenius. Furthermore, insider information shall normally not be shared with third parties. This rule applies until the respective information is no longer relevant, has been published or publishing has been specifically permitted by the Management Board. Insider information must not be used for personal gain when buying or selling securities. Insider information is any unpublished information which, when published, could significantly affect the market price of Fresenius securities, e.g. shares, or of those of a business partner. FRESENIUS SE & Co. KGaA CODE OF CONDUCT 9

10 PROTECTING CONFIDENTIAL DATA ROTECTION OF C ATA & COMPANY DILIGENT USE OF COMPANY EQUIPMENT ROPERTY 2.6. Data Protection Confidential data must be protected from misuse. Any confidential and personal data that are not for the use of third parties must be protected from misuse particularly unauthorized collection, use and processing. Employee, patient and business partner information of personal nature shall be protected from any infringement of the right to privacy. Local data privacy laws must be adhered to Protection of Company Property Company property must be protected. Fresenius corporate assets and intellectual property, e.g. patents, trademarks and knowhow, must be protected against loss, damage and theft. This also includes the diligent use of company equipment. The company property is to be utilized by Fresenius employees in connection with their business tasks and the company s goals. It shall only be used for business purposes. Occasional private use of work equipment (e. g. telephone, internet, computer) is permitted, as long as it does not cause any material additional costs to Fresenius. Furthermore, private use must not compromise other employees and shall be in line with the principles of this Code of Conduct and other internal regulations such as company guidelines and shop agreements. 10 FRESENIUS SE & Co. KGaA CODE OF CONDUCT

11 ORRECTNESS AND CREATING CONFIDENCE TRANSPARENCY COMMUNICATION ONLY THROUGH AUTHORIZED PERSONS 2.8. Accounting and Reporting 2.9. Communication with the Public Correctness and transparency create confidence. Communication with the public is limited to authorized persons. All documentation, accounts and data entry must be complete, duly prepared, correct, timely and in accordance with legal and contractual requirements. Compliance shall be ensured through the necessary separation of responsibilities as well as the implementation of appropriate business processes and controls. Only the Management Board or expressly authorized employees shall give official comments to or communicate with the general public. Other employees must not answer questions or disclose information independently in the name of Fresenius. Therefore, external inquiries e.g. from investors, analysts or the media must be forwarded to the responsible departments, Investor Relations or Corporate Communications, respectively, so that any appropriate communication can be coordinated with the Management Board and the specialized departments concerned. In general, Fresenius cooperates with all competent regulatory bodies and other governmental authorities. Relevant communication must be conducted exclusively through the responsible departments. Fresenius communicates in a comprehensive, timely and open manner with investors, financial analysts and the interested public in accordance with the guidelines of the applicable Corporate Governance Codes. The equal treatment of all parties is very important to Fresenius in daily communications. Thus, Fresenius publishes all relevant news immediately and to all parties involved. FRESENIUS SE & Co. KGaA CODE OF CONDUCT 11

12 OCIAL POSITIVE WORKING ATMOSPHERE RESPONSIBILITY Social Responsibility All employees, patients and business partners have to be treated in a fair and respectful manner. Our corporate environment is characterized by mutual respect. A positive working atmosphere is the basis of our success. Therefore, Fresenius supports and honors the relevant internationally recognized principles and standards, in particular: The dignity and privacy of every person must be respected. Fresenius prohibits all employees from using, supporting or assenting to compulsory labor and exploitative child labor. As an international and cosmopolitan company, Fresenius promotes diversity and equal opportunity within the company. No one may be discriminated against for their color, race, gender, religion, political views, age, physical constitution, sexual orientation, appearance or other personal characteristics. Fresenius contributes to assuring the safety of all employees in the workplace. It is an essential part of our health care and workplace safety policy to prohibit illegal substances and the abuse of legal drugs at work. Acts and threats of violence, including intimidation and harassment at work, are forbidden as well. Fresenius is committed to protecting nature as basis of life and to using its resources responsibly. Social responsibility shall not only be assumed by the management, but by all employees. These principles and standards are to be observed also in the selection of and cooperation with business partners. 12 FRESENIUS SE & Co. KGaA CODE OF CONDUCT

13 COMPLIANCE WITH ACTING AS A ROLE MODEL THE PRINCIPLES 3. Rules on Compliance with the Principles 3.1. Management and Employee Obligations The principles of this Code of Conduct are to be observed by all employees of Fresenius SE & Co. KGaA. Everyone has a distinct role to play: Employees You are familiar with the Code of Conduct and all relevant internal policies of Fresenius. Ignorance will not be accepted as an excuse for misconduct. You should frequently ask yourself the following questions about your own behavior in daily business: Are the decisions and resulting actions legal? Is the behavior in accordance with Fresenius principles and guidelines? Are the actions independent of personal interest which may conflict with the company s interest? How is the behavior viewed by the general public (e.g. if it was published in the media)? Do the consequences of these actions harm Fresenius reputation? Management In addition to your responsibilities as an employee, you exemplify socially and ethically correct behavior that adheres to the rules and principles while acting as a role model. You ensure that your staff is aware of the Code of Conduct and that they participate in the compliance trainings provided by Fresenius. You assist your staff in understanding and adhering to the Code of Conduct. You are available as a trusted contact person to answer questions at all times. In case of non-compliance with the law or this Code of Conduct you take the appropriate steps. FRESENIUS SE & Co. KGaA CODE OF CONDUCT 13

14 INFORMATION UNDERSTANDING THE CODE OF CONDUCT Y TRAININGS 3.2. Training and Questions Regarding Compliance with this Code of Conduct Fresenius regularly offers training for employees to extend their knowledge of the principles of this Code of Conduct. Frequently asked questions and corresponding answers can be found on the Intranet (compliance.intra.fresenius.de). Employees can refer to the company guidelines and procedures in case of questions regarding appropriate behavior. Superiors can also be consulted. In addition, the local Compliance Officer is available for questions. 14 FRESENIUS SE & Co. KGaA CODE OF CONDUCT

15 REACTING ON AVOIDING HARM BY REPORTING MISCONDUCT ISCONDUCT COMPLIANCE.INTRA.FRESENIUS.DE 3.3. Information on Misconduct 3.4. Possible Consequences of Misconduct Employees can assist the company in maintaining its reputation in the market as a reliable partner of integrity by reporting any misconduct observed. Any information on misconduct should be reported to a superior or the Compliance Officers. When providing information on misconduct, confidentiality is guaranteed. Employees, who act illegally or against internal guidelines, may harm themselves and Fresenius. Non-compliance with the law, this Code of Conduct or company guidelines may result in disciplinary actions and, ultimately, in the termination of the employment contract as well as in sanctions based on criminal law. Anyone who discriminates against an employee who has reported misconduct in good faith violates the obligations established in the employment agreement. This also applies to those who accuse others despite knowledge to the contrary. 4. Contact This document is currently available in German and English. Both versions can be found on the Intranet at compliance.intra.fresenius.de. If you have questions regarding the Fresenius SE & Co. KGaA Code of Conduct, please contact the staff of Corporate Compliance or the Compliance Officer. Contact information is available on the Intranet at compliance.intra.fresenius.de. FRESENIUS SE & Co. KGaA CODE OF CONDUCT 15

16 FRESENIUS SE & Co. KGaA CODE OF CONDUCT If you have questions please contact us: Fresenius SE & Co. KGaA Compliance Editor Fresenius SE & Co. KGaA Else-Kröner-Straße Bad Homburg Germany T Concept and design MSchmitt > Design January 2011