Group Guidelines Management Consulting and Lobbying

Transcription

1 Group Guidelines Management Consulting and Lobbying Integrity is the Basis of Our Business. honest. fair. transparent. January 2016

2 Corporate Guidelines Management Consulting and Lobbying January Contents Preamble Definition and Reason for These Guidelines Management Consulting and Lobbying Requirements for Approval of Management Consulting and Lobbying Documentation Requirements of Management Consulting and Lobbying Code of Conduct for Lobbying Activities of the Management and In-house Lobbyist of the Telekom Austria Group Applicability and Communication Questions and Comments on these Guidelines History... 7 Responsible for the content: Martin Walter Director, Group Compliance Telekom Austria AG Lassallestrasse 9, 1020 Vienna Mobile: Fixed net: martin.walter@telekomaustria.com

3 Corporate Guidelines Management Consulting and Lobbying January Preamble Integrity is the Basis of Our Business. honest. fair. transparent. We know that it is not only important to achieve business goals but it is also important HOW we achieve them. Our customers, our business partners, our shareholders, our creditors and the public expect us to behave with integrity in our business relationships, and finally, we as employees expect the very same from ourselves. In other words: to be honest, fair and transparent! To support this there are two complementary approaches. On the one hand that we give ourselves clear rules: what is allowed, but also what is not allowed. Of course we adhere to legal regulations and to our internal rules, the Code of Conduct and the guidelines that have been resolved. Our Code of Conduct constitutes the central behavioral guidelines of the Telekom Austria Group. It comprises the most important details and rules that apply to all of our managers and employees. The guidelines give us detailed and concrete help how to behave in important areas of business life in our daily business. The second approach complements the rules. Everyone knows that there is not necessarily a rule in place for every situation where a decision has to be made. But how do we behave in cases that have not been regulated in advance? The answer: ethically and with integrity, or honest. fair. transparent.! So that this can become a matter of course, integrity has been incorporated into the Telekom Austria Group values and is reflected in our HR instruments. Integrity stands above short-term business success. In case of doubt we would rather forego concluding certain contracts than entering into business which conflicts with our principles.

4 Corporate Guidelines Management Consulting and Lobbying January Definition and Reason for These Guidelines Management Consulting 1 is when an external company or an external individual is mandated by a company of the Telekom Austria Group to submit an analysis of a problem pertaining to concrete circumstances and proposals for solving them to the management. Lobbying is when an external company or an external individual is mandated by a company of the Telekom Austria Group to provide a public-sector employee directly or indirectly with information or to submit proposals. The aim of these guidelines is to ensure that neither legal violations occur nor that any financial damage or damages to reputation arise for the management, the employees or companies of the Telekom Austria Group from a consultancy mandate or from lobbying activities, particularly due to misuse of the management consultancy or lobbying fees. 1 A classification of management consulting services can be found as annex.

5 Corporate Guidelines Management Consulting and Lobbying January Management Consulting and Lobbying 2.1 Requirements for Approval of Management Consulting and Lobbying Prior to concluding a management consulting or lobbying contract it must be verified that the selection of the mandated company (including an invitation to tender, contract negotiations and final supplier selection) and the optimization of the price:performance ratio conforms to the Purchasing Guidelines and a business partner integrity check has been carried out by Purchasing with positive results in cases that are not absolutely clear, clarification with Compliance is required and budgetary funding is ensured and all Board 2 permits required are obtained no success fees are agreed in lobbying contracts and a lobbying agency or an external lobbyist fulfills all the legal requirements (e.g. is registered in a public register where regulated by law). 2.2 Documentation Requirements of Management Consulting and Lobbying It is up to the department requesting the consulting or lobbying services to ensure that the services provided by the contractual partner are documented comprehensively and transparently (such as by means of a final report and evidence of actual hours executed), so that service provided is comprehensible at any time. If this can be technically implemented, it is conducted directly in SAP. Services must not be paid until the documentation of these respective services is completed. 3 Code of Conduct for Lobbying Activities of the Management and In-house Lobbyist of the Telekom Austria Group Representation of interests and exchange of information are key elements of a healthy and prosperous democracy. We act according to the law, honestly and accurately in our interrelations with political institutions, legislative and executive bodies. Integrity, transparency and compliance with the basic democratic order are requirements for the work of all in-house lobbyists of the Telekom Austria Group. We do not mislead anyone by using inaccurate or incomplete information. We avoid all forms of dishonesty or illegal information research. We act transparently and are always open about our identity and the specific concerns of the employer. 2 Local Management Board, Management Board of Telekom Austria AG, Supervisory Board of Telekom Austria AG.

6 Corporate Guidelines Management Consulting and Lobbying January We adhere to all legal provisions concerning incompatibility and restriction of activities applying to decision makers in administrative or executive bodies. In representing the Telekom Austria Group we refrain from any dishonest or illegal behavior. We do not give direct or indirect financial incentives. We do not put any pressure on decision makers in administrative or executive bodies. We avoid any behavior that could damage the reputation of the Telekom Austria Group. We register all in-house lobbyists in a public register, if such a register is regulated by law. Misconduct and violations of the Code of Conduct for lobbying activities of the management and inhouse lobbyist of the Telekom Austria Group can be reported at and will be investigated. The Telekom Austria Group disciplines conscious unlawful misconduct and violations against internal guidelines consistently and regardless of the rank or positon of the person concerned. 4 Applicability and Communication These guidelines apply to all employees including members of the Management Board and managing directors of the Telekom Austria Group. These guidelines shall be adopted and implemented in each company of the Telekom Austria Group, as long as they are not contradicted by any mandatory legal grounds or country-specific conventions. Any need to adapt these guidelines due to such contradiction shall be agreed with Group Compliance. These guidelines are to be communicated to the management, all employees/departments requesting consulting or lobbying services, all in-house lobbyists and in the purchasing department according to the annual compliance communication and training plan. This is the responsibility of the compliance department or the compliance manager, who will be supported accordingly by the communications department. After resolution by the management of the respective operating company, these guidelines replace existing guidelines on this subject. In terms of local implementation, existing processes (e.g. regarding the documentation) and controls (e.g. controls within the internal control system) must be taken into account. If it is necessary to adapt processes or controls, this shall be carried out in agreement with the compliance department or with the compliance manager responsible.

7 Corporate Guidelines Management Consulting and Lobbying January Questions and Comments on these Guidelines Questions and comments on these guidelines can be addressed to the compliance department or the compliance manager responsible. Group Compliance can be reached by under ask.me@telekomaustria.com Contact details about Compliance can be found on the Intranet. Martin Walter, Director of Group Compliance, can personally be reached under Mobile: Fixed net: martin.walter@telekomaustria.com 6 History Date April 2 nd, 2012 July 25 th, 2012 January 20 th, 2016 Measure Put into force by the Management Board of Telekom Austria AG Amendments due to group wide alignment of the term management consulting and new regulations on lobbying Amendments after review put into force by the Management Board of Telekom Austria AG

8 Addendum to the Group Guidelines Management Classification and accounting details on Management Consulting & Lobbying, Version 2.0 General Areas Management Consulting & Lobbying Non Management Consulting & Lobbying Classic strategy consulting / management consulting (e.g. concerning structure, organization, processes, revenues, costs) Additional activities carried out in the course of classic strategy consulting / management consulting (e.g. workshops, market analyses, benchmarking) Training, coaching Services of external auditors (e.g. auditing services, tax advice) External, operative project support Tax advice and legal advice Architectural services Workshops (without strategic recommendations on how to act) Operative audits and certifications (e.g. environmental audits) Recruiting und headhunting Lobbying Forensic Forensic activities IT and technical consulting (cost item will be closed for bookings by ) PR expenses Marketing expenses M&A expenses Lobbying (external company or individual is mandated to provide a public-sector employee directly or indirectly with information or to submit proposals) IT and network related consulting shall be included in management consulting if of strategic relevance (benchmarking, management support etc.) Consulting services for IT-Benchmarking, Technology Benchmarking, Technology Management Consulting for organization and structure of IT / Technology areas/department/units Consulting regarding IT-Outsourcing, Network Outsourcing/Network Sharing Consultancy Analyses and Consulting regarding global (IT-)Technologies and Trends, Consulting services for technical analysis without an implementation part Technology/IT-Market-Analyses Consulting to position the company in the public (strategic PR concepts) External communication concepts Consulting to position the company in the public (strategic brand concepts) Brand agency supports us in review of brand positioning M&A expenses are defined as expenses by M&A cost centre in TA Holding. M&A expenses shall be allocated to management consulting in total (including related tax & financial advisory, audit fees due diligence, legal consulting, etc.) Operative IT and technical consulting shall not be classified as management consulting but as third party services / other charges (external workforce expenses). Software Design, Development, Programming, Customizing, Testing Scoping, Proof of Concept, Detailed specification, technical architecture support Technical Onsite-Support (e.g. Operations, Ramp up ), Professional Services in the course of a concept or realization project External IT-Workforce (named engineers on daily bases ), External Technology workforce to support the improvement of operative or planning work (e.g. network optimization) Support regarding Implementation of Software, Usage, Handling, Operations, Project management and implementation services (e.g. Implementation of Systems, HW, SW, Releases, Change requests) during projects or during the system lifecycle IT/Technology-Trainings Trial/Pilot/Testing Support Operative Support Support for press conferences Creating of annual reports Implementation of communication measures (e.g. organizing press conferences, mailing press releases, media monitoring) Operative Support Brand agency provides us with corporate branding ppt template Operative creative services and advertising agency services Market research studies (customer trends) In case of doubt regarding classification please contact Group Purchasing