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Code of Conduct Code of Conduct

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Code of Conduct Code of Conduct Code of Conduct Code of Conduct 1. General Componenta does not tolerate any discrimination based on an employee’s origin, nationality, religion, Componenta’s Code of Conduct (the “Code”) race, gender or age. Under Componenta’s values and describes commonly accepted practices, and our management principles, all decisions pertaining to commitment to compliance with laws and regulations. recruitment, compensation and promotion are based solely on an individual’s competence and perfor- The Code applies to all Componenta employees, mance. whatever their role or work may be. It is the respon- sibility of each Componenta employee to promote 4. Bribes, conflicts of interest the Code. and political activities The Code has been approved by the Board of Direc- Componenta employees shall not offer or pay any tors and it is effective as of 14 February 2019 until illegal or improper payments, facilitation payments or further notice. The Board of Directors periodically bribes or offer or give any other undue advantage in reviews the Code and follows its implementation. order to obtain or retain business. In addition, Com- ponenta employees shall not pay or give any advan- References to “Componenta” in the Code include tage to facilitate favorable decisions or services from Componenta Corporation and all of its subsidiary authorities. companies where Componenta has a majority own- ership or control. Componenta employees may not engage in any act that might result in a conflict between Componenta’s 2. Compliance with laws and other interest and their own or another person’s or organ- guidelines and policies isation’s interests. This includes, but is not limited to acceptance and giving of personal gifts or hospital- The Code does not provide detailed guidance about ity from or to Componenta’s stakeholders, other than compliance with all of the laws and regulations under gifts of nominal value of less than EUR 100 or rea- which Componenta operates. Componenta employ- sonable hospitality given in the ordinary course of ees are responsible for complying with all applicable business. The applicable local laws take precedent if local laws and regulations. stricter. Componenta has issued separate policies and guide- In addition, the above described means that Com- lines with respect to inter alia HR matters, quality and ponenta employee shall not cause Componenta to environment, insider dealing and communications. engage in a business transaction with the employ- Componenta employees are responsible for comply- ee’s family, relatives or friends, unless specifically ing with these policies and guidelines. approved in accordance with the “one over one” prin- ciple. The above described means also that Compo- 3. Employee rights nenta employee shall not take opportunities for him- self / herself or for his/her family, relatives or friends Componenta complies with local labour laws, collec- through the use of corporate information or through tive bargaining agreements and legislation on human his/her position with Componenta or by using Com- rights and equality in all its countries of operation. ponenta’s assets. Componenta employees shall not Componenta respects its employees’ freedom of engage in any activity that competes with the busi- association and the right to collective bargaining. ness of Componenta. Code of Conduct 2 Unless otherwise decided by CEO or the board of Price cooperation between competitors is strictly directors of Componenta Corporation, Componenta forbidden. The prohibition concerns both selling and does not participate in politics or political activities, purchase prices. Cooperation in e.g. discounts, deliv- and company funds shall not be used to make any ery terms, guarantee periods or indemnities is also kind of political contributions. prohibited. 5. Environment Example: Producers of components may not agree not to give more than 5 % volume discounts to The production of iron cast components has an envi- their customers. ronmental impact. Componenta takes responsibility for the environment and aims to make its production Agreements betweens competitors as to the quantity methods and processes increasingly environmentally of products that they will produce or sell, or corre- friendly and minimize the environmental impact of its sponding agreements limiting production, are almost products throughout their life cycle. Componenta’s always prohibited. Such agreements can be executed production units have their own special features and e.g. through production quotas. areas of specialization, and each unit maintains its own environmental management system. The man- Example: Producers of components may not agree agement systems support personnel in complying to limit production to support short-run prices with the applicable requirements and in committing during a slowdown of demand. themselves to quality and environmental aspects and to continuous improvement of these. Competitors may not agree on the sharing of mar- kets or supply sources. Prohibited market sharing Each Componenta employee is responsible in all his/ may concern market shares, market territories, or her work for complying with internal, customer and customers. other external as well as legal requirements. Example: Companies A and B may not agree that A 6. Contacts with competitors concentrates on doing business mainly in Scandi- navia and B in Germany. 6.1 Price cooperation, restriction of production and market sharing Agreements between competitors on prices, Competitors may not agree on prices, restrictions of production or market sharing constitute serious production or market sharing. Such agreements are infringements usually referred to as cartels. Prohibited agreements between competitors refer to (i) specific written or oral agreements; (ii) companies’ mutual understand- 6.2 Information exchange ing comparable to an agreement (concerted prac- Even though information exchange is sensitive from a tices); (iii) decisions by collective bodies of companies competition law angle it is not always illegal. The main (such as trade associations); and (iv) other corre- rule is that companies are not allowed to disclose sponding arrangements, which restrict competition. such confidential information to their competitors The purpose of an arrangement and its effects on which is not publicly known and which may affect competition are decisive, not its external form. competition in the relevant market. Competitors are thus forbidden to give information on e.g. their cus- Example: Companies are not allowed to agree tomer relations, operational aims or agreement cir- orally on their future price increases. This is prohib- cumstances. ited even though the agreement is neither made in writing nor mentioned in the minutes of a meeting of a trade association. Code of Conduct 3 The exchange of confidential information ●● Attend meetings where competitors discuss mat- between competitors is prohibited ters mentioned above. If any of above mentioned subjects come up during a meeting, discussion Example: Competitors may not discuss the details or telephone conversation, make clear that you of their quotations to (potential) customers. Mere are not able to discuss these issues and leave the information exchange on such details is prohibited meeting if the discussion continues. In addition, even though it would not include any actual agree- make a note about what happened and pass it to ment on a common tack. the general counsel. In order to minimize the risk for erroneous inter- ASK FOR ADVICE pretations (that the information has been received from competitors), it is furthermore important that ●● If you plan to cooperate with a competitor in the information source is noted when Componenta ●● purchasing or in research & development, stand- receives information from other sources than its ardization, or specialization. competitors, e.g. from its customers. ●● If you plan to make a joint bid with a competitor. ●● If the agenda of a trade association meeting 6.3 Practical guidelines includes unclear questions. Please find below some practical guidelines regarding ●● Before participating in a vote in a trade associa- contacts with competitors. The legal rules presented tion, whereby a member of the association is sus- above form the basis of these guidelines. Please note pended. that the below list is not exhaustive. Even though a practice or procedure is not listed below, it does not YOU MAY USUALLY mean it is acceptable. ●● Collect information from the market – never DO NOT non-public information from competitors. Remem- ber to make a note about the source of informa- ●● Discuss, exchange information or agree with your tion. competitor upon the following items related to ●● Participate in an arrangement whereby historical sales and marketing (normally information that is over one year old or >> prices, surcharges, discounts, margins, or other of non-strategic importance due to its age is con- terms of sale; sidered historical) e.g. sales information is provided >> division of markets, territories, customers, or to a third, neutral party, who compiles the figures suppliers; of the sector and distributes them to all market >> marketing strategies or quotations; parties. >> market shares. ●● Participate in the meetings of a trade associa- ●● Discuss, exchange information or agree with your tion. In the meetings you may usually discuss e.g. competitor upon the following items related to pro- issues relating to the working environment, health, duction: and safety, as well as legislative
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