1Outotec s mission is to develop and provide. Contents. What is Code of Conduct all about?

Transcription

1 Code of Conduct

2 Contents 1. What is Code of Conduct all about? 2. Our people building success together 2.1. Human rights 2.2. Integrity in our working community 2.3. Health and safety first 2.4. Employee development and innovation 2.5. Respecting privacy 2.6. Use of Outotec s assets 2.7. Protecting our intellectual property 3. Commitment to sustainable practices 3.1. Compliance with laws and regulations 3.2. Accuracy of records and reports 3.3. Conflicts of interest 3.4. Insider rules 4. Our business partners building sustainable relationships 4.1. Customers and business partners 4.2. Gifts and entertainment 4.3. Suppliers 4.4. Fair competition practices 4.5. Actions to prevent money laundering 5. Communities and governments creating shared value 5.1. Engaging in communities 5.2. Environmental responsibility 5.3. Working with governments and public organizations 5.4. Anti-corruption 6. Raising concerns 7. Implementation and monitoring 8. Ownership What is Code of Conduct all about? 1Outotec s mission is to develop and provide technology solutions for the sustainable use of Earth s natural resources. Our sustainable solutions can offer performance and lifelong benefits for our customers. In conducting our business, we are committed to our values and integrity in everything we do. The core of our values and also this Code of Conduct is our Commitment to Sustainability. We understand sustainability very broadly. It means behavior which is socially, environmentally and economically responsible. This Code of Conduct sets out the basic rules for each of us at Outotec to follow when we conduct business. We similarly expect and require our representatives, consultants, agents, suppliers, contractors and other parties who work with us to respect the same principles. However, this Code may not address every situation which we come across. We also need to use our good judgment and common sense in our actions. So, if in doubt when conducting our everyday business, let s keep asking ourselves the question, Is this sustainable? Outotec s Board of Directors has approved this Code and it is shared and reinforced throughout the Outotec Group. The Board will not criticize the management for any loss of business resulting from adherence to this Code. Section name Outotec Code of Conduct 2

3 2Our people building success together 3 Outotec Code of Conduct Section name

4 2.1. Human rights We support and respect the protection of internationally declared human rights. Outotec is committed to treating people with dignity. Every individual is equally entitled to enjoy human rights without discrimination. We do not provide goods or services that we know will be used to carry out human rights abuses and we support the realization of basic human rights globally. We will not use any form of compulsory, forced or child labor and we expect the same from our agents, suppliers, contractors and other business partners. We work towards the effective abolition of the use of compulsory, forced or child labor globally Integrity in our working community We value diversity, transparency and openness in our corporate culture. Each and every one of us is responsible for our good reputation. Everyone is entitled to fair treatment, respect and common courtesy. We do not tolerate any form of harassment. As an international company with a global presence, Outotec values diversity and different cultures in the workplace. We are committed to a working environment where there is mutual trust and respect, and where everyone feels responsible for the performance and good reputation of Outotec. Outotec maintains continuous communication with employees through information and consultation procedures. Outotec respects the freedom of association and the right to collective bargaining. Everyone at Outotec is entitled to fair treatment, respect and common courtesy. We treat people in an equal and fair manner, regardless of their ethnic origin, nationality, religion, political views, gender, sexual orientation or age. We follow the principle of equal opportunities and employees are selected and treated on the basis of their abilities and merits. We do not tolerate any form of harassment, including sexual harassment or other behavior that can be considered offensive, intimidating, discriminatory or insulting Health and safety first Occupational health and safety are priorities on which we will not compromise. We as Outotec employees must always work safely and follow health and safety policies and procedures in our work. Outotec is committed to protecting and utilizing the best know-how with regard to occupational health and safety, and to always providing its personnel with a healthy and safe working environment. We as Outotec employees must uphold safe working habits and take into consideration the health and safety of ourselves, our co-workers, our customers and other partners. We conform to applicable regulations and always follow our Quality, Environmental, Health and Safety Policy. Our people building success together Outotec Code of Conduct 4

5 2.4. Employee development and innovation Our business is based on the competences, knowledge and experience of our people. Outotec invests in continuous employee development. The most important responsibility of Outotec s leaders and managers is to help and support our people in their personal and professional growth. We nurture a corporate culture in which people can flourish and be creative. We encourage each other to work together and interact across organizational and country borders. Innovation is encouraged at Outotec, as our technologies are key assets to our business. Outotec has established a Reward Program for rewarding employee innovations Respecting privacy Outotec respects the privacy of its employees, suppliers and customers. All personal data is handled in compliance with privacy regulations. We respect people s privacy and protect the confidentiality of personal information. Any personal data will be collected, used and processed only for legitimate business purposes and in compliance with privacy laws. Access to personal information is limited to persons who have a clear business need for the information. This means, for instance, that our employees personal data is only collected, used and processed to fulfill employment law-related obligations or as separately agreed and consented to by our employees. We always need to ensure that personal data is handled responsibly and with due care to prevent any undue disclosure Use of Outotec s assets We have a joint responsibility to protect Outotec s assets. Company assets are used to advance Outotec s business interests. Each and every one of us is responsible for the appropriate use of Outotec s assets. Outotec s assets may include property, proprietary information, data management systems, IPRs, time at work and work products, business opportunities, company funds and company equipment. We need to take good care of the assets entrusted to us. This means not using Outotec s assets for our own or a third party s personal interests. We also need to respect the assets of our customers and other third parties that are entrusted to us. We need to take precautions to prevent the theft of or damage to any such assets. Certain Outotec assets, such as company cars, mobile phones and laptops, may be used within reasonable limits for private purposes, as instructed. 5 Outotec Code of Conduct Our people building success together

6 2.7. Protecting our intellectual property Our technologies are key assets to our business. We need to ensure the protection of Outotec s intellectual assets. Outotec s success is based on our strong portfolio of world-class technologies. We have a long history as a leading technology provider and developer in our fields of business. Outotec strives to ensure the best available protection for Outotec s intellectual assets. lectual assets, including know-how and innovation. We do not disclose any confidential Outotec information without a solid business reason, and any such disclosure should always be in line with our established business processes and with the appropriate protective measures in place. Intellectual assets consist of intellectual property rights and proprietary information. Intellectual property rights may be registered (e.g. patents, trademarks) or unregistered (e.g. trade secrets, copyright). We must always be aware of and protect the value of Outotec s intel- 3Commitment to sustainable practices Section name Outotec Code of Conduct 6

7 3.1. Compliance with laws and regulations We are committed to being a good, law-abiding corporate citizen. We are committed to comply with all laws and regulations in the countries where we operate. Our goal is to be a good corporate citizen, meaning compliance with the law, cooperation with government and other officials, and responsible behavior in the surrounding society Accuracy of records and reports Recording and reporting any financial or other information accurately and honestly is essential for protecting our reliability and reputation. Outotec complies with all applicable accounting and financial reporting rules. Accurate and objective records and reports support our business decisions and help us meet our responsibilities towards shareholders and other stakeholders. Outotec Group s financials are based on the uniform Outotec Accounting Principles in accordance with International Financial Reporting Standards. sify or counterfeit financial or other documents or create misleading information. Recording and reporting obligations are mandatory and subject to annual auditing as well as internal controls. All payments must be properly authorized in accordance with Outotec s decision-making policies and duly recorded in its books. We will not fal Conflicts of interest We need to avoid situations where our own social, financial, political or other personal interests conflict, or could conflict, with the interests of Outotec. In our jobs, we need to promote the best interests of Outotec. As Outotec employees, we must not seek financial or other gain for ourselves or others through misuse of our position. Conflicts of interest may arise, for example in connection with outside employment and affiliations, such as having a second job, performing services or serving as a director or consultant, or holding a financial interest in a competing entity, supplier or customer, or through the jobs and holdings of close relatives. We need to notify our Line Manager of circumstances that could create, or appear to create, a conflict of interest, such as outside jobs and affiliations with competitors, suppliers or customers. These situations can usually be resolved to everyone s satisfaction, but require transparency and careful consideration. 7 Outotec Code of Conduct Commitment to sustainable practices

8 3.4. Insider rules We must always comply with insider rules in dealing with Outotec s shares or other securities and inside information. Insider information means any material information about a company that is not generally available to the public and which is likely to have an effect on the value of the shares of that company. As employees of a publicly listed company, we at Outotec must follow securities laws and regulations whenever dealing with Outotec s shares or other securities. Insider rules prohibit the use of insider information when buying, selling or otherwise dealing with Outotec s shares or other securities, irrespective of from where or how the insider information has been received. We need to protect the confidentiality of insider information and must not disclose any insider information to anyone, unless such disclosure takes place in the normal course of the disclosing person s work, profession or tasks, or unless specifically authorized to do so. 4Our business partners building sustainable relationships Section name Outotec Code of Conduct 8

9 4.1. Customers and business partners Our goal is to build partnerships based on trust and long-term cooperation in order to gain mutually beneficial and sustainable business relationships. Outotec s sustainable solutions enable performance and lifelong benefits for our customers, delivering the best return on our customers investment with minimal ecological impact. Outotec s experts tailor the optimal solutions for our customers from the best available technologies. We want to be our customers partner throughout the solution life cycle. We put a strong focus on building long-lasting relationships with customers, suppliers and other partners. We deal fairly with our customers, suppliers and business partners, treating them honestly and with respect. We do not engage in unfair, deceptive or misleading practices Gifts and entertainment Any gifts and entertainment accepted or offered must support Outotec s business interests and be done in line with the law, our Anti- Corruption Policy and accepted local business practice. We must not accept or give gifts, hospitality or any other favor of any value if doing so might compromise, or appear to compromise, our ability to make objective business decisions in the best interests of Outotec. Any gifts, hospitality and entertainment for customers and suppliers must support the legitimate business interests of Outotec and should be reasonable and appropriate under the circumstances. Generally, hospitality in the form of meals and beverages is acceptable, as long as it is in line with local legislation, our Anti-Corruption Policy and it is reasonably infrequent, modest in value and, as far as possible, on a reciprocal basis. Gifts and entertainment with a value above EUR 100 can only be offered or accepted through a written preapproval procedure set forth in our Anti-Corruption Policy. Stricter local thresholds may apply. We never accept or give monetary gifts, including gifts of cash or securities. Particular rules apply to exchanging any gift or entertainment with government officials Suppliers We strive for reliable, fair and mutually beneficial relations with our suppliers. Supplier selection is based on free and fair competition and transparent supplier selection criteria. We expect responsible behavior and alignment with our principles and values from our suppliers. Relationships with suppliers and sub-contractors providing Outotec with goods and services can make significant contributions to Outotec s success. Our aim is to ensure coordinated and aligned relationships with the right suppliers to secure a controlled supply base to benefit our entire operations. Through their actions, our suppliers can impact not only our financial performance and profitability, but also our reputation and our customer promise. We expect and require responsible behavior from our suppliers and respect for the principles and values set out in this Code. Our suppliers need to have a management system in place to ensure compliance with applicable laws and our requirements for the supplier s operations and products. We may audit our suppliers for compliance with the requirements mentioned above. 9 Outotec Code of Conduct Our business partners building sustainable relationships

10 4.4. Fair competition practices We compete fairly and follow all applicable competition laws wherever we operate. All Outotec employees need to ensure that they understand and follow the competition laws and policies applicable to their work. Outotec believes in fair competition. We are committed to complying, at all times and everywhere, with all relevant competition laws. Actions such as participation in cartels, abuse of a dominant position in the market, or the exchange of price or other commercial information between competitors, are prohibited. The penalties for breaking competition law are severe. We need to be sensitive to competition concerns, e.g. when attending occasions where competitors, or potential competitors, may be present. We do not enter into any agreement or discussion with competitors regarding e.g. prices, discounts, key terms, market share, sales, customers, business plans or any other sensitive business information of Outotec. We never participate in discussions or arrangements that could be construed as anti-competitive or prohibited cooperation. Outotec has a strong position in certain markets where it operates and specific requirements may apply to our market behavior in these areas. When interacting with suppliers we must keep in mind fair procurement processes Actions to prevent money laundering Outotec condemns money laundering and we have established practices to prevent our operations from being used to launder illicit funds. Money laundering means concealing illicit funds or making them look like they are legitimate. Outotec is committed to international standards on preventing money laundering and terrorist financing and complies with applicable laws. We have set up appropriate risk-based identification and due diligence procedures for customers, suppliers and other contracting parties. These are designed to avoid receiving, or becoming involved in transactions or arrangements where the funds come from an illegal source, or it is suspected that they are being used for terrorist financing. We are under an obligation to report any suspicions to the authorities. Any suspicions of money laundering or terrorist financing should be reported to the General Counsel. Our business partners building sustainable relationships Outotec Code of Conduct 10

11 5Communities and governments creating shared value 11 Outotec Code of Conduct Section name

12 5.1. Engaging in communities We endeavor to create shared value also for the benefit of the society around us. Our leading technologies contribute to social well-being in the communities where we operate and help to minimize any negative environmental impact. Outotec s operations have an impact on the local, national and global communities where we operate. Our goal is to help minimize any negative effects that our or our customers operations may have on the environment or social well-being in the surrounding communities. Outotec participates actively and openly in the communities where we operate. We contribute to the well-being of the community through paying taxes, through direct and indirect employment, and through other methods of community involvement, such as social investments. We are active in research and development and cooperate with universities and educational institutes focusing on topics such as energy and water efficiency as well as environmentally sound solutions for processing minerals and metals. Outotec can make donations or contribute as voluntary work to various charitable causes which are in line with our values and our Donation Policy. Outotec does not support nor give donations to political organizations Environmental responsibility Our most significant contribution to environmental sustainability is the providing of environmentally sound technologies and solutions to our customers. Our technologies often represent Best Available Techniques (BAT) and industry standards. Our most significant contribution to environmental sustainability is the providing of environmentally sound technologies and solutions to our customers. Our mission is to facilitate the sustainable use of Earth s natural resources. Our technologies often represent Best Available Techniques (BAT) and aim at eco-efficiency. Outotec continuously seeks to find better technological solutions and production methods in the effective use of raw materials, reduced water and energy consumption and minimizing harmful emissions into the environment. A safe and clean working envi- ronment in the plants Outotec designs and delivers is a key priority for us. The environmental perspective is included in all of Outotec s product development projects. We are committed to working with our customers and network of partners to create and develop leading environmental technologies. In our own operations, we support initiatives to reduce the amount of travel by utilizing modern communication technologies, to minimize the use of office paper and energy, and to enhance the recycling of waste Working with governments and public organizations We respect the authority of governments anywhere we operate and we work to build honest and sustainable relationships. We comply with the rules governing interaction with governments. Outotec is a global company and we therefore interact with officials from various governments around the world. We always respect the authority of the governments with whom we interact, as well as their officials, agencies and personnel, and we build honest, transparent and sustainable relationships with them. We co-operate with governments and other public organizations, both directly and through bodies such as trade associations, in the development of proposed legislation and other regulations relating to our business interests. Communities and governments creating shared value Outotec Code of Conduct 12

13 5.4. Anti-corruption Outotec maintains zero tolerance towards corruption and bribery. Outotec, its employees and its representatives will not, directly or indirectly, offer, promise or give bribes to agents, customers, suppliers or other business partners or public officials, or request or accept bribes, anywhere in the world. A bribe can be anything of value that could be considered to have been given to influence or reward disloyal or improper behavior, performance or decision-making. We have zero tolerance for bribery and are committed to working against corruption in all its forms. We will not, directly or indirectly, offer, promise or give bribes to agents, customers, suppliers, other business partners or public officials, anywhere in the world. Neither will we, directly or indirectly, request, agree to receive or accept such advantages. This includes facilitation payments, i.e. payments made to a government official to secure or speed up routine government procedures, such as issuing permits. We do not engage any third parties in our business if there is a material risk that they will violate anticorruption laws when acting for or on behalf of Outotec. Breaching anti-bribery laws is a serious offense, for which the companies and individuals involved can face serious consequences. Anti-corruption laws often have a global reach covering actions carried out beyond national borders, such as bribes paid in another country. 6-8 Raising concerns, Implementation and monitoring, Ownership 13 Outotec Code of Conduct Section name

14 6. Raising concerns Our Code of Conduct has been approved by Outotec s Board of Directors. We encourage a culture of compliance and shared responsibility for upholding our values and rules as set out in this Code of Conduct. Every supervisor needs to ensure that the people reporting to him/her understand their responsibilities under the Code and other company policies. Upholding high standards of integrity in our business conduct is a duty for each and every one of us. If you observe any behavior that you are concerned about, or that may violate the law or this Code of Conduct, it is your responsibility to raise the issue promptly. Doing so will allow Outotec an opportunity to deal with the issue and correct it, ideally before it be- comes a violation of the law or a risk to health, security or our reputation. If you have a question or concern about what is appropriate conduct or suspect that the Code of Conduct is being breached, please contact: Your regional Compliance Officer or the Chief Compliance Officer The General Counsel or Group Legal Affairs Your Human Capital contact Or you can report your concerns through the electronic Compliance Hotline Regarding concerns or irregularities in accounting, auditing or internal records, please contact our Internal Audit and Risk Management. All compliance concerns are reviewed based on an established process. Confidentiality is maintained throughout the process. Appropriate corrective measures will be taken only after conducting a thorough and fair investigation. Any act violating this Code of Conduct is a serious concern and subject to appropriate corrective action, up to and including termination of employment. Raising a concern about compliance with business ethics can be done in confidence and no employee will suffer as a consequence of doing so. No threatening of or retaliation or discrimination against an employee who raises an issue honestly will be tolerated. 7. Implementation and monitoring The effective implementation of this Code is paramount to Outotec. Therefore, each Outotec Market Area has a nominated regional Compliance Officer, who is your closest contact in all matters relating to this Code. The Compliance Officer communicates the content of this Code to local business, works to define best local practices, and is your first point of contact in the event of questions, concerns, training needs and reporting concerns on this Code. We conduct continuous training, including a global e-learning program as well as face-to-face training, in the field of this Code of Conduct. The implementation of this Code is monitored and reviewed annually and an annual report is submitted to the Outotec Board of Directors. 8. Ownership Compliance with this Code of Conduct is an essential element in our business success. Our Board of Directors is responsible for ensuring that the Code is applied throughout Outotec. The Chief Executive Officer is responsible for implementing the Code with the support of the Chief Compliance Officer, General Counsel, SVP Communications and Corporate Responsibility, as well as SVP Human Capital, who also present the annual report to the Board of Directors. Owner: Group Legal Affairs Approved by: Board of Directors Raising concerns, Implementation and monitoring, Ownership Outotec Code of Conduct 14

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