Autoliv Business Conduct and Ethics for Suppliers 2014 Ver 1.0 Autoliv, Inc. All Rights Reserved. / PUBLIC
Objectives Communicate Autoliv s Vision, Mission and Values Explain why we care about how Our Suppliers conduct business Introduce the Business Conduct and Ethics for Suppliers Human Rights and Working Conditions Environment and Sustainability Business Conduct and Ethics Compliance Contact information for questions Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 2
Our vision To substantially reduce traffic accidents, fatalities and injuries Our mission To create, manufacture and sell state-of-the-art automotive safety systems Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 3
We Care Our Values Life - we have a passion for saving lives. Customers - we are dedicated to providing satisfaction for our customers and value for the driving public. Employees - we are committed to the development of our employees skills, knowledge and creative potential. Innovation - we are driven for innovation and continuous improvement. Ethics - we adhere to the highest level of ethical and social behavior. Culture - we are founded on global thinking and local actions. Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 4
Supplier Code of Conduct Why We Care About How Our Suppliers Conduct Business Objective: Communicate Autoliv s requirements to comply with on Anticorruption laws and regulations; We are business partners Share with you why we care how you conduct business as our suppliers. We want to build an enduring partnership to achieve sustainable growth with integrity Corporate Social Responsibility We care about our reputation, and you play an important role in maintaining our reputation Scope of Autoliv Compliance Program: Legal and Regulatory Requirements Apply not only to Autoliv employees, but also apply to all third parties including suppliers, agents, contractor or any person acting on our behalf Expectation s of our Customers and Society Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 5
Business Conduct and Ethics for Suppliers Human Rights and Working Conditions - Health & Safety - Child labor and forced labor - Fair working conditions - Non-Harassment and Non-Discrimination - Freedom of Association & Collective Bargaining - Conflict Minerals Compliance Code of Conduct Environment & Sustainability Business Conduct and Ethics Antitrust/Anti-competition Anti-corruption Anti-money laundering Conflict of Interest Export controls Protection of intellectual property Respect for company and personal data Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 6
Human Rights and Working Conditions Health and Safety Provide and maintain a safe and healthy working environment for all employees to meet or exceed applicable standards for occupational health and safety. Child labor and Forced labor Employ people in accordance with legally established minimum ages in the country where work is performed. Employing any person below the age of 15 is prohibited, except when clearly beneficial to the persons participating and allowable by local legislation. Any forms of physically abusive disciplinary practices are not tolerated, nor are any forms of forced, compulsory or involuntary labor. Fair working conditions Working conditions, hours worked and compensation must be fair, and comply with regulations in the country where work is performed; complying with national provisions and agreements applicable to regulating working hours and regular, paid holidays. Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 7
Human Rights and Working Conditions Non-Harassment and Non-Discrimination Do not tolerate harassment or discrimination on any basis, in accordance with applicable laws and regulations, including but not limited to age, race, religion or personal belief, gender, disability, national origin, marital status/parental status, sexual orientation, or any other characteristic prohibited by law or otherwise irrelevant for the position. Freedom of Association & Collective Bargaining Recognize and respect employees freedom to join or not to join a labor union in accordance with local law. The rules of the various trade union organizations representing employees have to be recognized, as does an employee s right to be represented or not represented by trade unions or other representatives established in accordance with local legislation and practice. Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 8
Conflict Minerals Conflict Minerals We expect that suppliers who manufacture components parts or products containing ores of tantalum, tin, tungsten, and gold take care to avoid the procurement or usage of materials which are unlawful or which are obtained through unethical or otherwise unacceptable means. suppliers should define, implement and communicate to sub-suppliers their own policy, outlining their commitment to responsible sourcing of Conflict Minerals, legal compliance and measures for implementation; suppliers shall conduct due diligence of their supply chains to determine if any of the products supplied to Autoliv contain Conflict Minerals; if suppliers determine that the supplied products do not contain Conflict Minerals then suppliers must provide Autoliv with an assurance that the supplied product does not, to their best knowledge, contain Conflict Minerals and describe the basis for that determination; if a supplier determines that the supplied products contain any Conflict Minerals, they shall work with sub-suppliers to ensure traceability of Conflict Minerals to at least the smelter level and provide the following information to Autoliv when requested: 1) the smelter(s) used to process the Conflict Mineral found in the supplied product; 2) the country of origin of these Conflict Minerals; 3) the due diligence process used to make this determination and 4) any other information Autoliv may reasonably request in order to comply with applicable legislation. Further details are available in the Autoliv Supplier Manual Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 9
Environment and Sustainability At Autoliv, our goal is to develop products that protect people in accidents without negatively impacting the environment. Conduct business in an environmentally-friendly and responsible manner, taking a precautionary approach to environmental challenges by designing and developing products that take into account the impact they have on the environment and the potential to re-use and recycle them. Comply with all applicable environmental laws and regulations and promptly develop and implement plans or programs to correct any non-compliant practices. For a full environmental commitment, our suppliers should implement an Environmental Management System, preferably based on ISO 14001 and to be certified accordingly Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 10
Environment and Sustainability Suppliers are expected to pursue environmental responsibility in order to reduce the life-cycle environmental footprint of your products. This includes but is not limited to: Regulatory requirements Energy consumption reduction Greenhouse Gas (GHG) emissions reduction Increased use of renewable energies Appropriate address of waste management Water stewardship Environmental testing Training of employees and sub-contractors Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 11
Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 12 Business Conduct and Ethics
Antitrust / Competition All Autoliv and suppliers employees are required to fully comply with competition laws, which are also called anti-monopoly laws or antitrust laws depending on the country. The penalties for non-compliance are severe for both the company and for any individual involved in behavior violating such laws. Autoliv considers that compliance with antitrust and competition laws in all countries where we operate is a matter of the utmost importance. Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 13
Antitrust Anti-Trust / Competition & Violations Rules Price-fixing: A Serious Violation Everywhere, and a Criminal Offense in US Includes fixing elements of price such as discounts, terms of sale. Effectively agreements regarding: Exchange of information on present or future prices, costs (verbal or written) or Patterns of competitor contacts such as meetings, telephone calls, etc. before price changes. Unexplained missing documents such as records of such exchanges or meetings. Other illegal Price-related Agreements: An agreement among competitors is also illegal if it has any of these objectives: To restrict output or keep goods off the market To fix buying prices To not compete in bids ( bid-rigging ) or rotate bid wins Illegal Allocation of Markets/Customers; Boycotts Agreements to: Divide markets or territories Allocate or reserve customers Establish percentage quotas for sharing business opportunities Group boycotts - agreement not to deal with the target company Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 14
Anti-corruption and Anti-bribery CORRUPTION JUST SAY NO Corruption poses a significant legal and economic risk for corporations doing business around the world, particularly in developing and transitioning countries. Compliance with anticorruption and anti-bribery laws is a fundamental principle of Autoliv, as noted in our Core Values and Standards of Business Conduct and Ethics. Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 15
Anti-Corruption Autoliv Anti-corruption and Anti-bribery policy related to We obtain business only on the merits of our products, services and people. We never pay, offer or promise to provide money, favors, inappropriate gifts, hospitality or entertainment or anything else of value for an improper or corrupt purpose, or otherwise appear to influence our business judgment or the decision-making of our government officials, customers or suppliers which can be considered bribery. We Do Not Engage in Corruption or Bribery We never allow third parties to make these types of payments or promises on our behalf. Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 16
Anti-Corruption training Autoliv Anti-corruption and Anti-bribery policy related to Gifts, Hospitality and Entertainment Must be given in name of company and not in name of employee Must not be cash or transferable into cash If possible, include company logo Must be customary, in type and value, given at an appropriate time and under appropriate circumstances Visits and events must have a clear and over-riding business purpose Modest value and occasional meals No hospitality expenses incurred for family members of Autoliv employees, or government officials Be permitted under applicable law Must not exceed threshold limits listed Anti-corruption and Anti-bribery policy (or local policy where applicable) Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 17
Conflicts of Interest Autoliv is committed to conducting business affairs in accordance with the highest moral, ethical and legal standards. To assist employees and suppliers in recognizing situations that raise issues of possible conflicts so that they can then seek further guidance from the Autoliv Compliance Department. Conflict of interest: It occurs when an individual s personal interest or activity interferes with, or even appears to interfere with, the interests of Autoliv. A conflict situation can arise when an employee takes action or has interests that interfere with the employee s ability to perform his or her company work objectively and effectively. Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 18
Conflict of Interest Conflicts of Interest What are potential issues? Autoliv is committed to conducting business affairs in accordance with the highest moral, ethical and legal standards. To assist employees and suppliers in recognizing situations that raise issues of possible conflicts so that they can then seek further guidance from the Autoliv Compliance Department. Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 19 Conflict of interest: It occurs when an individual s personal interest or activity interferes with, or even appears to interfere with, the interests of Autoliv. A conflict situation can arise when an employee takes action or has interests that interfere with the employee s ability to perform his or her company work objectively and effectively.
Conflicts of Interest Do not favor friends, relatives, business partners, or their firms or employers, in any Autoliv or Autoliv-related business decisions, including purchasing or contracting decisions. Don t offer or accept gifts or other items of value except in compliance with Autoliv Gifts and Entertainment Policy when working with Autoliv or on our behalf Disclose Actual, Potential or Apparent Conflicts to Autoliv Family or personal relationships with an Autoliv employee or service provider which could create the perception of a conflict of interest. Any situation where you feel pressure or a desire to do something that goes against the best interests of Autoliv or our Policies Or if you are offered or receive: A loan to/from Autoliv employee and your Company employee A favor to/from Autoliv employee and your Company employee A gift that is outside the limits set in Autoliv Gifts and Entertainment Policy Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 20
Fraud & Anti-Fraud The integrity of Autoliv s record keeping and reporting systems is of utmost importance in order for us to comply with financial reporting regulations. It is also fundamental for our access to capital. Autoliv requests all third parties to strictly comply with all applicable laws and regulations, accounting standards, accounting controls and audit practices. Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 21
Business Conduct and Ethics The highest standards of integrity, honesty and fairness are required in all business activities. Implementation of a Business Conduct and Ethics standard is highly recommended for our suppliers. Regardless, activities must be performed in a manner consistent with all applicable laws and regulations, including those pertaining to: Export Controls Intellectual Property Personal Data Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 22
Export Controls Export Control Laws: Export control laws and regulations govern the export of certain materials and may also prohibit exports to designated persons and entities. Some countries also have export control laws which prohibit persons and companies from exporting to, or otherwise doing business with, certain countries. Goods that are subject to export control laws are generally referred to as controlled or export controlled goods. Controlled goods may not be exported to any or to certain countries without written government authorization, which is sometimes referred to as an export license. Some export control laws restrict the general ability for persons or companies to export, or otherwise do business with, certain countries., Embargoed and Restricted Countries These countries include (but are not limited to) Iran and certain other countries in the Middle East, North Korea, Cuba and Myanmar. Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 23
Export Controls Penalties for Non-Compliance Violations of the export control laws subject the offending parties to severe criminal and civil penalties. In many jurisdictions it is a criminal offence to export controlled goods, software or technology or export controlled goods that are subject to sanction and embargo regimes without the appropriate authorization. Government compliance units carry out audits to verify compliance with the rules. Failure to comply with export control laws could result in civil actions or criminal prosecutions, which in turn, could result in severe fines and/or imprisonment. Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 24
Intellectual Property Intellectual property (IP) refers to creations of the mind, such as inventions; literary and artistic works; designs; and symbols, names and images used in commerce. IP is protected in law by, for example, patents, copyright, and trademarks, which enable people to earn recognition or financial benefit from what they invent or create. By striking the right balance between the interests of innovators and the wider public interest, the IP system aims to foster an environment in which creativity and innovation can flourish. Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 25
Intellectual Property o Copyright is a legal term used to describe the rights that creators have over their literary and artistic works. Works covered by copyright range from books, music, paintings, sculpture and films, to computer programs, databases, advertisements, maps and technical drawings. o A patent is an exclusive right granted for an invention. Generally speaking, a patent provides the patent owner with the right to decide how - or whether - the invention can be used by others. In exchange for this right, the patent owner makes technical information about the invention publicly available in the published patent document. o A trademark is a sign capable of distinguishing the goods or services of one enterprise from those of other enterprises. Trademarks date back to ancient times when craftsmen used to put their signature or "mark" on their products. Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 26
Data privacy Data Privacy & Protection Examples of personal data include: Name Religion Competencies Personal Identification Numbers Phone Number E-Mail Address Salary Citizenship Date and Place of Birth Performance Ratings Mailing Address Race/Ethnicity Personal data is any information that is, or can be, about or related to an individual, or can be used, directly or indirectly, to identify an individual. Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 27
Data Privacy & Protection Privacy concerns exist wherever personal data in any form - is processed Privacy & Data Protection Pertains to processing (e.g. collection, dissemination ) of data; technology; public expectation of privacy; and legal issues. Reflects commitment to individual privacy rights and expectations Balances those rights with needs of business Establishes processes and procedures for proper collection, management, processing and use of personal data, including: o Providing notices to individuals relating to processing of personal data o Collecting only necessary personal data required to fulfill specified purpose o Processing, retaining and transmission of personal data only for the purposes for which they were originally collected o Securing personal data from unauthorized access and use Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 28
Compliance In the event of non-conformity with any of the aforementioned principles, Autoliv reserves the right to early termination for cause of the business relationship with any supplier, and/or shall require that suppliers implement an action plan to bring their performance into line and shall provide suppliers technical support to jointly define the required remedies. Q&A: For questions, please ask your Autoliv contact or compliance@autoliv.com Autoliv, Inc. All Rights Reserved. / PUBLIC / APR2014 - Page 29
Autoliv Every year, Autoliv s products save over 30,000 lives