Code of Business Conduct
CONTENTS 4 5 OWNER S MESSAGE MANAGEMENT S MESSAGE ELECTRONIC COMMUNICATIONS ACCURATE DOCUMENTATION AND RECORDS FINANCIAL REPORTING 7 8 GENERAL THE CODE'S AIM 17 BUSINESS ETHICS - RELATIONS WITH CUSTOMERS, SUPPLIERS, COMPETITORS, GOVERNMENTAL ENTITIES AND OTHERS COMPLIANCE WITH LAWS AND REGULATIONS 10 THE COMPANY'S COMMITMENT TOWARDS ITS EMPLOYEES PREVENTION OF DISCRIMINATION AND HARASSMENT RESPECT FOR OTHERS PROTECTION OF PRIVACY RELATIONS WITH FOREIGN ENTITIES RELATIONS WITH CUSTOMERS, SUPPLIERS AND SERVICE PROVIDERS RELATIONS WITH BUSINESS PARTNERS ENVIRONMENT AND COMMUNITY 12 SAFETY AT THE WORKPLACE EXECUTIVE RESPONSIBILITY THE EMPLOYEES' COMMITMENT TOWARDS THE COMPANY INTEGRITY PREVENTION OF CONFLICT OF INTERESTS BENEFITS AND GIFTS MAINTAINING CONFIDENTIALITY SAFEGUARDING COMPANY ASSETS 20 RESPONSIBILITY FOR COMPLIANCE WITH THE CODE OF BUSINESS CONDUCT (THE "CODE") AND COMPANY PROCEDURES, WORKING IN ACCORDANCE WITH THE ENFORCEMENT PROGRAM PERSONAL RESPONSIBILITY RESPONSIBILITY OF MANAGEMENT THE ENTITY IN CHARGE OF THE CODE OF BUSINESS CONDUCT (THE "ENTITY RESPONSIBLE FOR THE CODE") MAINTAINING AND ENFORCING THE CODE EXPLANATIONS AND REMARKS
Owner s Message Management s Message "the way to good business and an ethical business conduct begins with the individual, with each and every one of us." I am proud to launch the Code of Business Conduct of Arison Investments, the Arison Group business arm, whose leading vision is Doing Good is Good Business. I believe the way to good business and an ethical business conduct begins with the individual, with each and every one of us. Yes, it begins by being a good person, and that includes our thoughts, the way we communicate with others and, of course, our actions in everyday life. I truly hope that all of the Group s employees, each one of us, will look closely both within and without, and will embrace Doing Good in its every meaning. We at Arison Investments, each and every one of us, share an important task in setting a personal example. Together we can do good and have a beneficial effect on our surroundings, our country and the entire world. It s all up to us. Shari Arison Owner "At Arison Investments we believe that Doing Good is Good Business." I am honored to launch Arison Investments Code of Business Conduct, created as part of our joint effort to continue and promote ethical and moral conduct fulfilling our commitment to social responsibility. As one of Israel s leading investment companies, we have always been noted for managing our businesses morally and accountably. With the Code of Business Conduct before you, we move up another level in our effort to build a corporate culture that combines business excellence with values, because at Arison Investments we believe that Doing Good is Good Business. It is the responsibility of every one of us to conduct ourselves in accordance with the company s values when it comes to integrity, fair business conduct, and personal and social responsibility. We are committed to and measured by not only the bottom line business result, but also in the way it is achieved. This is primarily based on our individual and corporate commitment to the highest standards of values and morality. Efrat Peled Chairman and CEO Yours with all my heart, Shari Arison I truly hope this document will serve as a signpost for all employees of the company, our subsidiaries, stakeholders, business partners and for the entire business community. Implementing the Code of Business Conduct will increase our strength and our ability to face the many challenges that lie ahead. Respectfully yours, Efrat Peled 4 5
General Arison Investments (the "Company"), is a leading global investments company that operates to realize the vision of Doing Good is Good Business. The Company sees the universal challenges as an opportunity for business innovation and for exerting a beneficial influence in Israel and the world, yielding financial returns while caring for society and the environment. Arison Investments operations are aimed at generating financial profits, economic growth and prosperity that have a positive and sustainable added value. 6 7
The Code s Aim The Code is no substitute for exercising discretion. The Code of Business Conduct (the "Code") is intended to provide clear rules and instructions that guide Company employees and our privately owned companies (unless an independent code of conduct applies to them), regarding their abiding conduct in facing a range of contentious issues related to various aspects of the Company's activities. Furthermore, the Company has guidelines and procedures in various areas, which determine the rules of conduct and operation for the Company s day-to-day activity. The Code is intended to interface with the laws, regulations, procedures and guidelines, to supplement and add to them and to assist every employee in translating all of these into deeds, decisions and actions. It is emphasized that the Code does not constitute a substitute nor does it replace the provisions of the law, and in any event of a conflict between the provisions of the law and the provisions of the Code, it is the provisions of the law which must be abided to. The laws detailed in this Code are binding on every one of the Company's employees and do not constitute a closed list of all ethical and professional requirements applicable to the Company and its employees. It is to be stressed that the Code is no substitute for exercising discretion. A Company employee who believes that he himself, or another employee in the Company, is breaching, or may breach any of the provisions of this Code, or discovers a breach of the provisions of this Code, including post factum, will immediately report this to his superior or other appropriate entity in the Company, as the case may be. In case of doubt regarding the appropriate measures to be taken by the employee in a specific case, the employee must consult with his superiors or with the person in charge of the Code of Business Conduct. Any change to this Code will be subject to the approval of the Company's board of directors. Wherever the term "employees"/"company employees" is used, it shall also refer to the Company managers and directors and wherever the masculine is used it shall also refer to the feminine. 8 9
The Company's Commitment Towards Its Employees The Company recognizes that every employee is, first and foremost, a human being, and acts towards its employees openly, fairly and respectfully, while respecting personal and cultural differences and acknowledging employee rights. Prevention of Discrimination and Harassment Arison Investments employs, pays, advances and makes decisions regarding the employment of its employees based on factors such as skill and performance, and does not regard race, sex, skin color, religion, age, ethnic origin, sexual orientation, disabilities or on any other such factors protected by law. We are committed to creating a work environment free of any form of harassment or discrimination or illegal prejudice. Employees engaged in harassment or discriminatory or offensive behavior, and the superiors or managers permitting it, are in breach of this Code. Respect for Others The Company recognizes that every employee is, first and foremost, a human being, and acts towards its employees openly, fairly and respectfully, while respecting personal and cultural differences and acknowledging employee rights. The Company will not agree to any behavior of a discriminatory or offensive nature or harassment of an employee towards another employee or entity, and will take disciplinary measures in cases of such conduct. The Company believes that its employees will gain satisfaction from achieving the Company's goals by working in an organizational environment characterized by merit, integrity, teamwork, decency and an atmosphere of mutual respect and trust between employees and management. Furthermore, the Company respects the private needs of its employees and the creation of a reasonable balance between professional and private life. Protection of Privacy The Company is committed to protect the privacy of Company employees. Information held by the Company about employees is confidential and personal and must be kept in private and secrecy. The Company takes measures to protect this information against misuse so that access to it will only be given to those who legitimately require it and only for purposes related to their work. Safety at the Workplace The Company provides its employees with a safe and healthy work environment, free of drugs, and in compliance with the provisions of the relevant laws. It is the duty of every Company employee to strictly comply with and fulfill the appropriate health and safety regulations, in order to look after their own health and wellbeing, and that of their colleagues. Every employee must take the measures required to protect their personal safety, including compliance with safety and accessing arrangements made to their place of work, and must immediately report should any damage or accident occur at the workplace. Executive Responsibility The Company believes that each one of its managers represent the Company and its values and hence must act appropriately to set an example for the employees over which they are in charge, strictly adhering to implementing the Code s rules and principles, and their enforcement. 10 11
The Employees' Commitment Towards the Company The Company advances its business activities in an untainted manner, while maintaining integrity. The Company conducts its business responsibly and fairly so that all its activities are carried out in accordance with the provisions of the law and codes of business conduct. The Company employees are committed to act fairly, honestly and credibly, including towards those entities holding interests in the Company. Integrity The Company advances its business activities in an untainted manner, while maintaining integrity. The Company is meticulous about moral conduct and demands all its employees to maintain acceptable moral standards and norms when fulfilling their duties in the Company, including the prevention of such acts as bribery, corruption, bias and conflict of interests. Prevention of Conflict of Interests Company employees are required to act in favor of Company goals and interests and must prevent personal actions, transactions and interests that may be in conflict with their commitment towards the Company, and which may create a conflict of interests or an apparent conflict of interests. As it is impossible to predict every possible situation where a conflict of interests might arise, all employees must show awareness and sensitivity towards this important issue. Benefits and Gifts Company employees are committed to refrain from receiving, directly or indirectly, gifts, hospitality or any other benefit, beyond any reasonable monetary value considering the circumstances, from customers, suppliers or any other entity connected in any way to the Company, which may entail a commitment of the receiver towards the giver. Gifts and benefits may be received if this is permitted by law and with the aim of creating work relations based on good will and not in order to gain an unfair advantage over customers, suppliers or business partners. Moreover, Company employees will refrain from offering, hinting, insinuating or giving any gifts or benefits, directly or indirectly, at a cost deviating from a reasonable monetary value, considering the circumstances, from office holders in a body connected in any way to the Company, in order to create a situation in which the employee may, whilst fulfilling his duties, be influenced, even if only apparently so, to provide preferential relations, or with the intent of causing a change in decision. Maintaining Confidentiality Confidential information is any type of information related to the Company's business, including the Company's shareholders, and information regarding third parties such as customers and suppliers which are not in the public domain. Company employees are committed to refraining from using or transferring any confidential information to any person who is not authorized to receive it, for any purpose other than the purpose for which this information is known to the employee, which may cause the Company significant damage and/or for the purpose of obtaining personal or economic benefit, unless such disclosure is permitted or required by law. It is clarified that employees are not entitled to relay information about the Company to entities outside it, including the media, discussion groups, chat rooms and Internet forums, unless it is for the purpose of fulfilling their duties. The transfer of confidential information within the Company will only be done through the relevant and suitable entities. The Company has adopted a procedure prohibiting the use of inside information to which an employee is exposed working at the Company. Company employees are obligated to comply with the provisions of this procedure. Safeguarding Company Assets Company employees are committed to safeguard and protect tangible and intangible assets, against misuse, theft, vandalism, damage or loss. It must be ensured that the use of the Company's assets is only done for Company purposes and its business goals. Inappropriate and unauthorized use of Company assets is prohibited. Employees responsible for the management of an asset must ensure its correct use for the purpose for it was designed. Use of Company equipment, which also has private uses, such as Internet, computers, telephones and Company vehicles, will be done in accordance with the procedures set out by the Company. In context of such use, the Company reserves the right to examine the employee s mode of use of the equipment made available to them, in accordance with the provisions of any law. Company employees are committed to refraining from using or transferring any confidential information to any person who is not authorized to receive it. 12 13
The accurate recording and documentation of all company documents and activities, must be maintained, clearly and correctly. Electronic Communications Use of information systems in the Company will be executed appropriately in order to prevent the leakage of information and prejudice to the rights of individuals and rights of third parties with whom the Company maintains business ties. In this context, employees must act in accordance with the information system procedures adopted by the Company. Accurate Documentation and Records All Company documents and accounts are the property of the Company. The accurate recording and documentation of all Company documents and activities, must be maintained, clearly and correctly. The Company's policy is that documents, or documentation, must not be destroyed or altered (whether on paper, e-mails or in any other form), in response or anticipation to a legal proceeding or investigation/inspection by a government authority of any sort. The destruction or forging of documents with the aim of sabotaging a legal proceeding or the inspection/investigation of a government authority may lead to being put on trial. Financial Reporting Financial information, including financial statements and other documents, used for internal purposes and for external reporting, will accurately and reliably, as set out in the provisions of the law, reflect the assets, liabilities, income and expenses of the Company. The Company employees must provide the financial department with accurate, full and comprehensible documents and information in order to guarantee clarity, accuracy and fullness. Workers involved in the process for the preparation, processing and drafting of financial and accounting information, will have the appropriate professional skills. The documentation of all financial and business transactions, during the appropriate accounting period, must be ensured. It must be ensured that accurate documents are created and maintained in which sufficient detail appears to enable the accounting inspection and auditing of such, with respect to each and every transaction. No documents or accounts containing false, artificial, misleading or fraudulent data are to be entered into the Company's books. The filing or delivery of false or misleading information in any document filed with a government authority or with any government official is prohibited. 14 15
BUSINESS ETHICS - RELATIONS WITH CUSTOMERS, SUPPLIERS, COMPETITORS, GOVERNMENTAL ENTITIES AND OTHERS Compliance with the Laws and Regulations The Company is committed to act in compliance to all provisions of the law applicable to its business activities in Israel, whether economic or field related. The Company will manage the its financial books, reports, declarations and records so that they are in compliance with the legal requirements. The Company will fully cooperate with inspections and audits carried out by various state authorities or external auditors of the Company. Every Company employee is obligated to act in accordance with the rules and regulations applicable to the Company under its business activity, while fully and absolutely respecting and complying with these provisions and in accordance and subject to them, wherever the Company operates. Company employees are prohibited from influencing or encouraging other employees to act legally or contrary to the provisions of the Code. Ignorance of the law will be no reason or explanation for breaching. Every Company employee is obligated to act in accordance with the rules and regulations applicable to the Company under its business activity. Relations with Foreign Entities The Company strictly adheres to respecting the laws and customs of the countries in which it maintains its business operations. Moreover, a Company employee traveling within the framework of his duties to other countries is obligated to comply with the customs and laws of the state in which he is staying and not to commit any act which may be offensive or may be viewed as offensive in view of the local customs and laws and/or to the interests of the Company. 16 17
The Company employees are obligated to act honestly, decently and with respect towards the Company's business partners. Relations with Customers, Suppliers and Service Providers The Company and its employees will act with decency, politeness, good faith and by accepted means towards the Company s customers and suppliers. The Company employees are obligated to appropriately conduct and represent the Company in business meetings. The Company is meticulous about carrying out contractual engagements with suppliers and service providers in accordance with criteria of quality, availability and price while maintaining integrity and fairness. The Company will not contract with a supplier or service provider when it is known to the Company that it operates its business in breach of the provisions of law. The Company is responsible for meeting its commitments towards all entities involved in its activities. This responsibility includes, inter alia, fair payment practices to suppliers and service providers. Company employees are required to act in accordance with the Company's acquisition procedures while conducting the approval and evaluation processes of suppliers and service providers. Relations with Business Partners The Company, within its activities, contracts with business partners for the execution of works and the providing of services. The Company employees are obligated to act honestly, decently and with respect towards the Company's business partners. In every contractual undertaking with business partners, the Company will examine the quality, reliability and experience of the partner in the relevant field, its activities in accordance with the provisions of law and the existence of any characteristics which may point to a conflict of interests, so far as it is aware. Environment and Community The Company is responsible towards the community and the environment in which it operates. This responsibility is manifested by taking into account the quality of life and environment in every project undertaken by the Company. The Company operates and enacts an environmental protection policy and implements principles of sustainable development. In order to achieve this, the Company acts, in its offices, its operations, chain of supply, and customers, and encourages this in the private lives of its employees. As such, the Company has adopted an environmental policy and the Company employees are required to act in accordance with the environmental policies of the group. 18 19
Responsibility for Compliance with the Code of Business Conduct (the "Code") and Company Procedures, Working in Accordance with the Enforcement Program The Company views, with great importance, the maintaining of appropriate business conduct and the implementing of the provisions of this Code. Personal Responsibility Company employees are committed to know the provisions of the Code and to act in accordance with the rules written therein, in accordance with their duties and responsibilities. All entities are required to implement the principles of the Code in their day-to-day activities. Employees must not compromise values and/or the provisions of the Code for the purpose of obtaining their goals. Responsibility of Management The Company views, with great importance, the maintaining of appropriate business conduct and the implementing of the provisions of this Code. The Company's management is responsible for guaranteeing the effective transfer of the Code to all Company employees. It is especially imperative that Company managers set a personal example in acting decently, and in their ethical business conduct set the foundation stone of leadership. The Entity in Charge of the Code of Business Conduct (the "Entity Responsible for the Code") The Company has appointed the Company's legal counsel to be the Entity Responsible for the Code. The Entity Responsible for the Code will have the principle powers for the embedding and construction of the program for enforcing of the Company's Code and will be in charge of the Code Committee activity. The Entity Responsible for the Code will have the necessary resources made available to him to appropriately carry out these duties. In any event of a query regarding a breach or concern about a breach of the provisions of the law, Company procedures or the Code, the Entity Responsible for the Code will see to the forwarding of the query to the attention of the Code Committee. Maintaining and Enforcing the Code The Company intends to prevent the occurrence of behavior which does not conform with the Code, the relevant laws or regulations, or Company procedures, and to stop any such behavior which may occur as soon as possible after it is discovered. Company employees are required to immediately warn and report of any event of a breach or fear of a breach of the provisions of the law, company procedures or Code. A report may be made directly to the superior and/or the Entity Responsible for the Code, or filed anonymously in the query box located at the Jonathan House mailbox foyer, between the entrance and the first floor. Accusations regarding non-compliance of the provisions of the law, Company procedures or conditions of the Code will be investigated by the Code Committee whenever required. The Code Committee will include the Entity Responsible for the Code, the human resources director and another member of the Company's management according to the event. Should a conflict of interests arise for any of the participants in the committee, a replacement will be found. Those found in breach of this Code shall have disciplinary action instituted against them and the punishment may amount to the termination of their employment. Information regarding criminal activity may be addressed to the appropriate law enforcement authority put on trial. The Company undertakes to maintain the rights and privileges of the complainant and to see to it that no deterioration occurs to their employment conditions due to the reporting done on their behalf, on a matter which, to their best belief and in good faith, is a breach or a suspicion of a breach of the Code, provisions of the law or Company procedures. This shall apply even if it transpires retrospectively that no breach had occurred. It must be remembered that refraining from reporting about a breach is in itself a breach of the Code. 20 21
Company employees are required to immediately warn and report of any event of a breach or fear of a breach of the provisions of the law, company procedures or Code. Explanations and Remarks The Code will be published on the group's internal web site. Upon the update of the Code, an e-mail message regarding the update will be sent to all Company employees. Company employees will undergo periodical training in connection with the implementation of the Code and the understanding of its importance. The Entity Responsible for the Code will see to it that all Company employees sign that they have read and understood the provisions of the Code, and are liable to act in accordance with it. Moreover, every new employee starting to work for the Company will receive copies of the Code of Conduct and the Company's relevant procedures. In those cases where doubt or question arise in connection with the implementation of the provisions detailed in the Code, the employees must consult with their direct superior or with the Entity Responsible for the Code. 22 23