Elmos Code of Conduct (english version)


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Elmos Code of Conduct

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Elmos Code of Conduct (english version)

  1. 1. Elmos Code of Conduct 1 The Code of Conduct of Elmos Semiconductor AG 360° Code Code of Conduct
  2. 2. 2 Content Dear employees, Elmos stands for quality. One substantial principle behind our products is that we want to detect sources of error even in advance – to avoid mistakes. This Code of Conduct serves the same purpose. It is meant to inform all employees in the best possible way and to provide support to them in adhering to the existing rules. We expect impeccable behavior toward the Company, the co-workers, and third par- ties. The Code of Conduct is therefore binding for all employees and represents a core constituent of our corporate culture. Each employee must observe these rules without losing sight of his or her own responsible actions. Dr. Anton Mindl Nicolaus Graf von Luckner Reinhard Senf Dr. Peter Geiselhart Foreword 1 | Basic principles 1.1 | Values and rules of conduct 1.2 |Law-abiding behavior 1.3 | The Company’s reputation 2 | Conflicts of interest 2.1 | Gifts and invitations 2.2 | Competition law and antitrust law 3 | Handling of information, data and Company assets 3.1 |Information flow 3.2 |Records and reports 3.3 | Confidentiality 3.4 |Data privacy and data protection 3.5 |Insider information 3.6 | Company assets 4 | Donations 5 | Occupational safety 6 | Environmental protection 7 | Leadership, responsibility and supervision 8 | Implementation and sustainability 9 | Contact persons
  3. 3. Elmos Code of Conduct 3 Reinhard Senf Management Board member for Production Dr. Peter Geiselhart Management Board member for Development and Sales Dr. Anton Mindl CEO − Chief Executive Officer Nicolaus Graf von Luckner CFO − Chief Financial Officer
  4. 4. 4 1 | Basic principles 1.1 | Values and rules of conduct Our conduct is based on universally ac- knowledged values such as honesty, openness, trust, and mutual respect, as well as a responsibility to society. These values are considered fundamental with- in the Company and toward third parties. We act in accordance with the interna- tional human rights and we particularly do not tolerate any form of child labor or forced labor. We respect employee rights according to nationally and internation- ally acknowledged standards. We will not accept for employees, busi- ness partners or third persons to be dis- criminated against, victimized, or in- sulted. No form of sexual harassment, corporal punishment, coercion, or verbal attacks will be tolerated, and neither will intimidating or offensive behavior of any kind. We want all our employees to have the courage to stand up for one another and for third persons, too. 1.2 | Law-abiding behavior Abidance by the law is a matter of course for our Company. Each employee is obliged to observe the legal stipulations of the scope of the applicable law under which he acts in pursuing the business objectives. Violations of the law must be avoided by all means. In case of viola- tion of the law, other provisions, or inter- nal rules, the employee faces disciplinary measures. 1.3 | The Company’s reputation The Company’s reputation is determined by the demeanor and conduct of every single employee. Therefore each of our employees is obliged to pay attention to the Company’s public image, and his or her actions shall be oriented toward this obligation in all respects.
  5. 5. Elmos Code of Conduct 5 2 | Conflicts of interest We attach importance to the fact that our employees will not get into conflicts of in- terest. Therefore it is crucial to detect and to avoid situations early on that might lead to a conflict of personal interests with the interests of Elmos. 2.1 | Gifts and invitations It is prohibited to request or accept per- sonal benefits from an employee of an- other company, a public servant, or any other third person in connection with Company business. Even any impression must be avoided that a decision might have been influenced by inappropriate means. Gifts or favors valued up to 40 Euro may be accepted as an exception, provided they do not affect any current or future business decisions. The acceptance of cash payments or comparable perfor- mances such as vouchers is always pro- hibited. Invitations to business meals or events may be accepted, provided they remain within reasonable limits. An invitation is deemed appropriate if its monetary value corresponds with the job position of the invited person and usual business prac- tices and if any impression of illegally ac- cepting benefits is eliminated. Elmos employees may present gifts or grant other benefits only if these can- not get the recipient or themselves into conflicts of interest. It is not permitted to offer or grant benefits of any kind to public officials or other office holders.
  6. 6. 6 3 | Handling of information, data and Company assets 3.1 | Information flow Each employee has a right to the com- plete and unbiased amount of informa- tion he or she needs for respective work purposes, be it delivered orally or in writ- ing, provided internally or from outside sources. Employees are therefore obliged to see to a safe and fast flow of informa- tion within the Company. This requires the information to be documented, filed, saved, and archived in such a way that any authorized employee is able to find the relevant information in an appropri- ate amount of time. 3.2 | Records and reports All business transactions must be com- pletely documented according to appli- cable statutory provisions and the stan- dards introduced at Elmos. Records and reports prepared for internal use or to be released must be correct and true. Publi- cations on behalf of Elmos and the use of the Company name by third parties must be authorized in advance by the person or body responsible, in case of doubt, the Management Board of Elmos. Acts of courtesy permitted by the respec- tive applicable national law are an excep- tion to this rule. 2.2 | Competition law and antitrust law The rules on fair competition must be ob- served by all employees. Those rules in- clude that the exchange of information between competitors on prices, the divi- sion of regional or customer groups, sup- ply relationships and underlying terms and conditions, as well as the submission of bids and supply capacity are inadmis- sible. Employees must not determine specifica- tions or enter into agreements that are prohibited by antitrust law.
  7. 7. Elmos Code of Conduct 7 3.3 | Confidentiality Secrecy must be maintained with respect to confidential information. All informa- tion that has not been made public is deemed confidential. Professional secrecy must also be main- tained with respect to all confidential in- formation of our business partners unless the disclosure or use of such information has been expressly permitted. The obligation of professional secrecy continues to be valid even after the termi- nation of the occupation or the business relationship. 3.4 | Data privacy and data protection Provisions on data privacy and data pro- tection must be observed. Personal data may be collected, processed or used only if permitted by law or if the party con- cerned has given his or her consent. Each employee is responsible for the proper handling of his or her access data. The Internet is a work tool. For the wel- fare of all employees, it is prohibited to re- trieve or distribute any information that is in violation of laws or internal rules. This particularly includes information that calls for racial hatred, discrimination, acts of violence, or any other criminal acts, or that relates to such issues. 3.5 | Insider information Employees are obligated to observe the statutory provisions on the exposure to insider information. Insider information is information that is not publicly known and may have a material effect on the stock price if made public. Such informa- tion must not be made unauthorized use of or circulated to third persons. It must be assured that relevant insider informa- tion is kept under lock and key or rather that it is kept secure in such a way that unauthorized persons will not gain access to it. 3.6 | Company assets We make use of the Company’s assets with the necessary care, economic effi- ciency and an adequate sense of respon- sibility.
  8. 8. 8 4 | Donations With respect to donations it must be made sure that no impression of an exer- tion of influence on the part of the Com- pany is given. The Management Board decides on approvable requests for dona- tions. 5 | Occupational safety All employees are asked to see to a safe and healthy work environment. The rigid adherence to all safety regulations is a pre- requisite for this. Every single employee is called on to pay constant attention to workplace safety and to submit any suggestions for improvement to his or her superiors or to the contact persons assigned to occupational safety.
  9. 9. Elmos Code of Conduct 9 6 | Environmental protection Protection of the environment is one of our guiding corporate principles. It is our goal to minimize environmental pollution and to thus continually increase our con- tribution to environmental protection. The economical use of resources is also part of this strategy. 7 | Leadership, responsibility and supervision Executives must especially stand out by their exemplary personal conduct. Each executive is responsible for the obser- vance of the Code of Conduct in his or her respective sphere. Executives are the first to be informed by their co-workers about events that are not compliant with the Code of Conduct, or in case of doubt. They must make sure that employees who disclose such events will not suffer any disadvantages from that disclosure.
  10. 10. 10 8 | Implementation and sustainability The Code of Conduct is binding for all em- ployees. It is available to all employees electronically on the Intranet and issued by the human resources department in hard copy format. All division heads and other selected em- ployees are asked separately to commit themselves to the observance of the Code of Conduct in writing. The Management Board reports annually to the Supervisory Board on compliance measures taken in the Company. The sub- ject of compliance1 is also covered annu- ally in the “corporate governance report”2 included in the Annual Report. 1 Compliance: The observance of rules of conduct, laws, and guidelines by companies. 2 Corporate governance and corporate governance report: Generally speaking, corporate governance can be referred to as the entirety of all international and domestic rules, provisions, values, and principles that apply to companies and determine how they are to be governed and super- vised. In Germany, the corporate governance principles have been specified by the so-called Corporate Governance Code, which also advises the companies to prepare a report that provides information on corporate governance in the company.
  11. 11. Elmos Code of Conduct 11 9 | Contact persons If questions arise with respect to the Code of Conduct, employees may turn to their superiors or to the head of human resources.
  12. 12. 12 Elmos Semiconductor AG Heinrich-Hertz-Str. 1 44227 Dortmund | Germany Phone +49(0)231 -7549 - 0 Fax +49(0)231 -7549 -149 www.elmos.com Status:August2013