A Store Maker’s Rules QUICK GUIDE
Table of contents 04 Part A: Anti-corruption 05 Cash and non-cash gifts 07 Invitations and hospitality 11 Sales Agents and business consultants 11 Conflicts of interest 12 Part B: Antitrust law 13 Strictly prohibited behaviours 13 Dealing with competitors 13 Trade association meetings and exchange of information 15 Dealing with cartel authorities 16 Part C: Export control 17 Guidelines – Export control 18 Part D: Compliance organisation 19 Compliance organisation chart 20 Appendix 21 Background check 23 Disclaimer
More informations: www.umdasch.com/en/Company/The-Store-Makers/Responsibilty
These standards are, however, no novelty to us but have long been adhered to within our group. The primary purpose of the Quick Guide is explicit documentation of these relevant rules of conduct.
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This Quick Guide is based on the corporate policy of umdasch The Store Makers and was drawn up to define global standards for the conduct of all employees of umdasch.
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Introduction
PART A: Anti-Corruption
CASH AND NON-CASH GIFTS
prohibited
Non-cash gift up to EUR 40**
permissible
- Check rules within department. - Think about whether there is a risk of influence.
Accepting a gift may in no way influence an action or decision.
Non-cash gift over EUR 40 and up to EUR 100
permissible in exceptional cases: - Declining the gift would clearly insult the giver. - There are reasons which particularly need to be considered.
Non-cash gift over EUR 100
permissible in exceptional cases: - Declining the gift would clearly insult the giver. - There are reasons which particularly need to be considered.
- Inform Compliance Ambassador without delay. - Review and document the decision. - Hand in gift to umdasch.
- Inform Compliance Ambassador without delay. - Review and document the decision. - Hand in gift to umdasch. - Immediately inform Compliance Officer, who will decide on the further use of the gift.
* The table only applies if non-cash gifts are not suitable for influencing an employee of umdasch. ** All value limits apply for one gift per employee. Several gifts which can be assumed to constitute one gift (e.g. they are presented in a chronological or systematic order) are to be added up.
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Cash
Measures
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Conduct
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Passive – receiving gifts*: An employee of umdasch receives a gift.
CASH AND NON-CASH GIFTS
Active – giving gifts*: An employee of umdasch makes a gift. Gifts may never be offered with the intention of achieving an action or decision.
Business partners Conduct / Measures
Officials
Cash
prohibited
prohibited
Non-cash gift up to EUR 40** or from corporategift catalogue
permissible
prohibited
Non-cash gift over EUR 40 and up to EUR 100
permissible if
prohibited
Non-cash gift over EUR 100
- approval by superior - approval by Compliance Ambassador prohibited
prohibited
* The table only applies if non-cash gifts are not suitable for influencing a business partner, supplier or customer of umdasch. ** All value limits apply for one gift per employee. Several gifts which can be assumed to constitute one gift (e.g. they are presented in a chronological or systematic order) are to be added up
INVITATIONS AND HOSPITALITY
permissible * *
permissible **
Food and refreshments after appointment (restaurant)
permissible **
prohibited
Invitation with professional purpose (e.g. factory visit) including cultural programme*** up to EUR 40
permissible
permissible
Invitation with professional purpose (e.g. factory visit) including cultural programme over EUR 40 and up to EUR 100
Invitation with professional purpose (e.g. factory visit) including cultural programme over EUR 100 and/or overnight stay
- Disclaimer 1****
permissible if
- Disclaimer 1****
prohibited
- approval by superior - approval by Compliance Ambassador - statement of grounds and documentation - Disclaimer 2 **** permissible if
prohibited
- approval by superior - approval by Compliance Ambassador - approval by Compliance Officer - statement of grounds and documentation - Disclaimer 2 ****
* The table only applies if invitations are not suitable to have undue influence on a business partner, supplier or customer of umdasch. All value limits apply for one invitation per person. Several invitations which are presented in a short period of time, or to several connected persons at once, are to be added up. ** This applies only to an extent generally accepted as customary in the respective region, industry or for the type of appointment. *** Food and refreshments to an appropriate extent are not considered a cultural programme. **** Disclaimer included in the appendix.
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Food and refreshments during appointment
As part of umdasch’s efforts to maintain good relations with its business partners, employees may occasionally offer gifts that are low in value, provided that they do not intend to exert inadmissible influence on business decisions or even just create the impression of doing so.
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Officials
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Business partners Conduct / Measures
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Active – invitations and hospitality*: umdasch acts as host.
INVITATIONS AND HOSPITALITY
Active – invitations and hospitality*: umdasch acts as host. An invitation has to stay within appropriate limits.
Business partners Conduct / Measures Leisure-time event up to EUR 40 Leisure-time event over EUR 40 and up to EUR 100
Leisure-time event over EUR 100
permissible
Officials
prohibited
- Disclaimer 2 ** permissible if -
prohibited
approval by superior approval by Compliance Ambassador statement of grounds and documentation Disclaimer 2**
permissible if
prohibited
- approval by superior - approval by Compliance Ambassador - approval by Compliance Officer - statement of grounds and documentation - Disclaimer 2**
* The table only applies if invitations are not suitable to have undue influence on a business partner, supplier or customer of umdasch, and applies only to an extent generally accepted as customary in the respective region, industry or for the type of appointment. All value limits apply for one invitation per person. Several invitations which are presented in a short period of time, or to several connected persons at once, are to be added up. ** Disclaimer included in the appendix.
INVITATIONS AND HOSPITALITY
permissible**
Food and refreshments after appointment (restaurant)
permissible**
Event with professional purpose (e.g. training) including cultural programme*** up to EUR 40
permissible**
- approval by superior
Event with professional purpose (e.g. training) including cultural programme over EUR 40 and up to EUR 100****
permissible if
- approval by superior - approval by Compliance Ambassador
Event with professional permissible if purpose (e.g. training) including cultural programme over EUR 100 and/or overnight stay
- approval by superior - approval by Compliance Ambassador - approval by Compliance Officer
* The table only applies if invitations are not suitable to have undue influence on an employee of umdasch, All value limits apply for one invitation per person. Several invitations which are presented in a short period of time, or to several connected persons at once, are to be added up. ** This applies only to an extent generally accepted as customary in the respective region, industry or for the type of appointment. *** Food and refreshments to an appropriate extent are not considered a cultural programme. **** All value limits are stated per invited person.
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Food and refreshments during appointment
Accepting food and refreshments during a business appointment is always permitted.
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Measures
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Conduct
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Passive – invitations and hospitality*: An employee of umdasch receives an invitation.
INVITATIONS AND HOSPITALITY
Passive – invitations and hospitality*: An employee of umdasch receives an invitation. An invitation has to stay within appropriate limits.
Conduct
Measures
Leisure-time event up to EUR 40
permissible**
- approval by superior
Leisure-time event over EUR 40 and up to EUR 100
permissible if
- approval by superior - approval by Compliance Ambassador - approval by Compliance Officer
Leisure-time event over EUR 100
permissible if
- approval by superior - approval by Compliance Ambassador - approval by Compliance Officer
* The table only applies if invitations are not suitable to have undue influence on an employee of umdasch. All value limits apply for one invitation per person. Several invitations which are presented in a short period of time, or to several connected persons at once, are to be added up. ** This applies only to an extent generally accepted as customary in the respective region, industry or for the type of appointment. *** Food and refreshments to an appropriate extent are not considered a cultural programme. **** All value limits are stated per invited person.
S A L E S A G E N T S A N D B U S I N E S S C O N S U LTA N T S Guidelines
- Sales Agents and business consultants have to commit to observe all compliance rules. - umdasch has to be able to cancel a contract in case of bribe payments or other acts of corruption with immediate effect. - These contracts may, without exception, only be entered into with the consent of the Compliance Officer based on the existing model contracts. - umdasch does not make inadmissible payments to third parties via Sales Agents or business consultants. - The checklist (background check) in the appendix will support you in reviewing most cases.
Background check - Sales Agents or business consultants have to be reviewed before signing contract with them to exclude risks of corruption to the greatest possible extent. - This review is to be carried out on site and has to be documented. - It has to be adjusted to the specific situation (country, setting, extent of the planned business relation with umdasch, reputation, etc.). - The checklist (background check) included in the appendix supports you in reviewing most cases.
CONFLICTS OF INTEREST Guidelines - Private relations may not lead to unprofessional actions or decisions in a professional setting.
Private relations which might be suitable for causing unprofessional decisions or actions are to be disclosed to the Compliance Ambassador in writing. In such a case, the opinion of a third party, who has an external point of view on the situation, is crucial.
- Employees should not just once but continuously pay attention to potential conflicts of interest, because private relations can change.
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- Services are to be remunerated in an extent appropriate in the respective region or field of activity.
umdasch takes a clear stance against all types of corruption. This also applies to third parties acting on behalf of umdasch.
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- They are to precisely define costs and (type and extent of) services rendered.
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- Contracts with Sales Agents and business consultants are only valid in written form.
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- Sales Agents and business consultants are only to be commissioned as necessary. Their services have to be legal and the benefit is to be documented.
Personal interests may not influence the professional judgement of umdasch employees.
PART B: Antitrust law
S T R I C T LY P R O H I B I T E D B E H A V I O U R S - Price agreements - Any type of price signalling - Exchange of competition-relevant information - Allocation of markets or customers - Bid rigging (agreements among bidders)
DEALING WITH COMPETITORS General rules for dealing with competitors - Avoid contact with competitors as much as possible. - Necessary talks with competitors have to be discussed with superiors in advance. - Necessary talks with competitors have to be documented and conducted in a transparent way. - In interactions with competitors, it is strictly prohibited to talk about prices and customers or any topics that are relevant to pricing or competition in any way. - If a competitor approaches you to talk about prices, other confidential information or anti-competitive behaviour, immediately end the interaction and express in a clear and demonstrable way that you are not able and willing to discuss such issues. - Break away from any coordination attempt by a competitor and immediately inform the Compliance Officer about the incident in writing. - Discussing competition-relevant topics (especially with regard to prices, customers or business strategy) is also prohibited in (incidental or planned) private meetings with staff of competitors.
We never enter agreements with competitors.
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- Group boycotts of customers
Abiding by antitrust laws is an integral component of our corporate policy.
TRADE ASSOCIATION MEETINGS AND EXCHANGE OF INFORMATION
Rules for participating in trade association meetings In many cases, members of trade associations are competitors. Trade associations have important functions, but may not violate competition laws in any way.
- Always read a meeting’s agenda before attending. It is prohibited to participate in a meeting without an agenda. If you have doubts concerning individual items on the agenda, please consult the Compliance Officer. - Demand in a demonstrable way that items on the agenda which are problematic concerning antitrust law be deleted. If these items are not deleted, do not participate in the meeting. - Take minutes during the trade association meeting in a thorough and detailed way. - Pay close attention to which topics are discussed.
When you are at a trade association meeting or meet staff of competitors at another occasion (regardless of whether that is in a formal or casual environment) and find the conversation turning to prohibited competition-relevant issues, insist that the topic is changed immediately.
- If that does not happen, leave the venue in a way that is provable, making clear to all present why you left the event. - Make sure your departure is noted in the minutes. - If you have doubts whether individual topics on the agenda are permissible, ask that the discussion of these items be postponed until you have had the chance to consult the Compliance Officer. - Check whether the minutes reproduce the meeting correctly. Demand changes and corrections if necessary. - These limitations also apply to informal interactions at an official meeting (e.g. during coffee break or lunch). - Do not discuss: - prices of umdasch, competitors and the entire industry, price changes, business conditions, price differences, markups, reductions, etc. - costs, formulae and methods of cost calculation - suppliers - future plans of individual companies, e.g. concerning marketing, suppliers, etc. - customers - Regularly inform the HR & Legal Affairs department about memberships in trade associations and their rules.
It is strictly prohibited to exchange market-relevant or price-relevant information.
TRADE ASSOCIATION MEETINGS AND EXCHANGE OF INFORMATION
Exchange of information with competitors and industry statistics - As a rule, it is prohibited to exchange information relevant for markets and especially prices (including price reductions, discounts, credit terms) with competitors.
- Sharing information about future market behaviour (including business plans and contracts with customers or suppliers) is in no case permissible either. - You should not exchange any further information which you deem confidential in principle (e.g. turnover figures, customer lists and important cost elements such as conditions when purchasing wood). - To avoid any suspicions, note down on documents containing information about competitors when and from which permissible source (e.g. a customer) you received the information. - A participation of umdasch in the drafting of industry statistics or a market information system has to be approved by the Compliance Officer in advance.
DEALING WITH CARTEL AUTHORITIES
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Basic rules for dealing with investigations by cartel authorities /
Basic rules for adequate conduct
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- Immediately contact the legal department and the management board of the company.
- Check the officers’ IDs and their written orders or search warrants, make copies. - Contact the external lawyers of the company. - Always be cooperative, but not to a greater extent than required. Do not reveal information you have not been asked for and avoid causing an unnecessary hold-up. Measures during an investigation - Make an adequate room in which no business documents or files are stored available to the officials. - Try to coordinate the procedure of the investigation with the officials. - Do not leave the officials alone at any time (neither in the conference room made available to them nor anywhere else on the business premises). - Record all events, discussions and procedural steps of the investigation. - Make copies of all documents or data on data storage devices which the officials viewed or of which they made copies. Prohibited actions - Do not, on any account, contact competitors or other companies. - Do not, in any case, try to destroy or hide documents or e-mails. - Do not enter discussions with the officials.
Be calm and friendly in your interactions with authorities. Notify the legal department and your superior.
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- Be calm and friendly in your interactions with officials.
PART C: Export control
Dual use items***
permissible
Military equipment ***
Products with US share > 10 %****
permissible if approval by Compliance Officer permissible
permissible
permissible if approval by Compliance Officer permissible if approval by Compliance Officer permissible
permissible if approval by Compliance Officer permissible if approval by Compliance Officer prohibited
permissible if approval by Compliance Officer
Please note: Exports to Iran The EU and the USA have imposed far-reaching embargoes against Iran. Potential exports to Iran have to be discussed with the Compliance Officer in any case.
* As a principle, common sense has to be applied in all decisions about exports. If a transaction appears peculiar, it is very likely not “normal”. ** Regular checks of all business partners to make sure they are not listed on any sanctions lists are mandatory. *** Currently (June 1, 2012), umdasch does not produce any military or dual-use goods. **** When determining the US share of a product, software and hardware are treated as separate entities.
There are many restrictions on the export of commodities and technologies. We abide by all rules of countries concerning embargoes and sanctions.
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permissible
Embargoed country
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Unlisted products
Third country outside EU
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EU member state
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GUIDELINES – EXPORT CONTROL * **
PART D: Compliance organisation
Executive board UGAG
reports
reports Chief Compliance Officer UGAG is responsible Supervisory Board umdasch Store Makers
Management umdasch Store Makers CCO umdasch Store Makers
Compliance Officer
Compliance Ambassador Country/Region
Compliance Commitee
Ethics-Line
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Supervisory Board UGAG
All employees are expected to comply with the Code of Conduct and enquire about unclear issues. The Compliance Support team will be happy to answer all questions on compliancerelated matters.
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The compliance organisation ensures that legal stipulations and internal standards are observed.
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COMPLIANCE ORGANISATION CHART
Appendix
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Even if an invitation is permissible from the umdasch’s point of view it has to be ensured that the person invited does not violate applicable law or the compliance regulations of his/her employer. A violation of this nature can also be relevant to umdasch and may have negative consequences. It is not enough to turn a blind eye. Therefore, this issue must be mentioned in the invitation. To this end, the following questions (“disclaimer”) must be included in the invitation, along with the request to accept the invitation only if such acceptance is in accordance with internal guidelines and applicable statutory provisions.
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DISCLAIMER
Nowadays, most companies and organizations have their own compliance regulations. We do not want to inconvenience you. Therefore, we kindly request you to establishwhether or not you are allowed to accept this invitation. By participating you confirm that accepting invitations of this kind is permissible in accordance with the regulations and rules of conduct applicable to you.
Disclaimer 2: Nowadays, most companies and organizations have their own compliance regulations. We do not want to inconvenience you. Therefore, we kindly request you to establish whether or not you are allowed to accept this invitation. When registering for the event, please confirm per email or in the letter of acceptance that you are allowed to accept this invitation.
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Disclaimer 1:
umdasch Store Makers Management GmbH Josef Umdasch Platz 1 . 3300 Amstetten, Austria . umdasch.com