Code of Conduct. of Villeroy & Boch

Transcription

1 Code of Conduct of Villeroy & Boch

2 Preamble Contents Margin A Introduction Definition of Compliance Code of Ethics Concept of Compliance Corporate Guidelines Objective and Scope Contact for Compliance Questions... 7 B Description of our Ethical Principles We respect everybody s personality, persuasion and protect human rights Everybody s personality Persuasion Human rights We respect fair working conditions and protect our Employees by safety at work Fair working conditions Compensation Child labour Freedom of association Safety at work We respect the laws and protect ourselves against cartels, corruption and conflicts of interests Anti trust and Cartel Law Anti Corruption Gifts and advantages Hospitality, business entertainment and events Consulting agreements Donations and sponsoring Gifts and advantages to authorities and governments

3 3.3 Conflicts of interests Critical participations Honorary appointments Literary works Additional employment Acting for competitors Special conditions for employees We respect confidentiality and protect the assets of our Group Confidentiality Insider information Interaction with the public Group assets We respect and protect our environment We respect our business partners and ask them to protect our ethics Respect to our business partners Protection of our ethics C Personal Protection Clause Index

4 Preamble Proud of its tradition since 1748 and based on its Code of Ethics and this Code of Conduct, Villeroy & Boch stands for Compliance with highest ethical standards and the laws. Villeroy & Boch is fully aware of the fact that Compliance is a key factor for the success of the entire Group and its employees. Hence, Villeroy & Boch is persuaded that Compliance concerns everybody. This means that Villeroy & Boch lives a wordwide and complete Compliance Concept. Compliance as a tone from the top and as a tone at the top, must be lived in each entity and by every employee. Compliance is, therefore, upheld by Villeroy & Boch s Board and fully implemented in Villeroy & Boch s Headquarters and its Business Units Bath & Wellness and Tableware. Mettlach, January 2012 Frank Göring Jörg Wahlers Nicolas-Luc Villeroy Andreas Pfeiffer

5 A Introduction 1 1 Definition of Compliance 2 We, at Villeroy & Boch, define Compliance as: The observance of the legal frame set by the legislator and of highest ethical standards defined in our Code of Ethics and described in this Code of Conduct by our Group, our Board and all employees whenever we act. 2 Code of Ethics 3 In order to be compliant as defined above, Villeroy & Boch acts in harmony with a Code of Six Ethical Principles which are as the background of our behaviour an integral part of this Code of Conduct: 1. We respect everybody s personality, persuasion and protect human rights; 2. We respect fair working conditions and protect our employees by safety at work; 3. We respect the laws and protect ourselves against cartels, corruption and conflicts of interests; 4. We respect confidentiality and protect the assets of our Group; 5. We respect and protect our environment; 6. We respect our business partners and ask them to protect our ethics.

6 3 Concept of Compliance 4 Our Concept of Compliance is based on the following hierarchy: Internal rules...which are binding for: C O M P L I A N C E C L A R I F I C A T I O N Code of Ethics defining our six principles of ethical behaviour Code of Conduct describing in general our six principles of ethical behaviour Practice Manual developing in detail what is compliant with the laws and our ethical principles all employees as well as all suppliers and customers all Supervisors who are responsible for the Compliance of their staff team members As a part of our Concept of Compliance, this Code of Conduct is developed in detail by a Practice Manual which advises us how to act in specific situations in order to be compliant. The Practice Manual will be available soon. 4 Corporate Guidelines 5 Our persuasion is: Only when we act in line with the aforementioned Concept of Compliance, we are able to live our Corporate Guidelines - the frame of our daily business:

7 1. Our Customers Success is our Success; 2. Learning from Each Other to Achieve Together; 3. We set trends instead of Following Them; 4. Our Independence gives us Freedom of Action; 5. Villeroy & Boch Maintaining the Tradition. 5 Objective and Scope 6 In line with our Concept of Compliance, this Code of Conduct is mandatory for all employees of Villeroy & Boch around the world. Employees must familiarize themselves with the applicable legal and internal regulations and comply with these in their daily work. This Code of Conduct takes precedence over any contradictory instruction from supervisors. Executives have to monitor and ensure compliance with the above rules and legal provisions. A violation of this Code of Conduct is a violation of employment or service agreement obligations and will lead to consequences under employment, civil or criminal law. Employees shall report violations of laws, contractual obligations, internal guidelines and the Code of Conduct to their Local Compliance Officer or the Chief Compliance Officer. The company will ensure that no employee will experience any disadvantage on account of reporting in good faith. If the whistleblower also participated in violations of this Code of Conduct, when taking any action, the company will consider whether this information or timely participation in efforts to investigate violations helped to prevent damage to the company. Details to every specific case mentioned in this Code of Conduct can also be found in our Authorization Matrix available from every supervisor and at our intranet.

8 6 Contact for Compliance Questions 7 In line with our Authorization Matrix the Local Compliance Officer is your first contact in case of any questions, problems or conflict situations. B Description of our Ethical Principles 8 1 We respect everybody s personality, persuasion and protect human rights 9 Freedom of individuals with social responsibility is vital for Villeroy & Boch. Therefore, we are obliged to the following rules: 1.1 Everybody s personality 10 Villeroy & Boch respects the personality of each individual and is committed to social responsibility as a key factor for the long-term success of our Group. Employees must treat each other respectfully, fairly and free from offensive conduct in their working environment. In order to reach this, our following internal Leadership Principles describe how we behave to each other. These principles are applicable to our worldwide organization and are binding for all employees of Villeroy & Boch. We cultivate the system of performance appraisal; We communicate directly and openly; We focus on solutions; We are performance-oriented; We act as role models; We consider the development of our employees as a primary task; We apply management by objectives; We are prepared to change ourselves.

9 1.2 Persuasion 11 Villeroy & Boch respects the right of freedom of persuasion of all of its employees. However, Villeroy & Boch dissociates itself from all forms of political and religious extremism and organizations whose ethos and goals are not in line with a free and democratic basic order. 1.3 Human rights 12 As a basis for individual freedom with social responsibility, Villeroy & Boch protects human rights: Our working together is based on the principles of equal treatment, irrespective of race or ethnic origin, gender, religion or ideology, disability, age or sexual identity. 2 We respect fair working conditions and protect our employees by safety at work 13 Villeroy & Boch is persuaded that freedom of individuals with social responsibility can only be lived on the basis of fair working conditions and the protection of our employees by safety at work. 2.1 Fair working conditions 14 Villeroy & Boch rejects all exploitative working conditions. The legal and collective agreement provisions must be complied with Compensation 15 Villeroy & Boch respects the right to appropriate compensation in line with the respective labour market. Statutory minimum wages and relevant collective bargaining regulations will always be complied with at the respective location.

10 2.1.2 Child labour 16 Villeroy & Boch boycotts all forms of child labour. The Group reserves the right to investigate suppliers and, in cases of non-compliance, to terminate their agreements Freedom of association 17 Within the framework of legal provisions, Villeroy & Boch respects the right of its employees to represent their interests, to become organized, to elect works councils and to join unions. 2.2 Safety at work 18 Villeroy & Boch guarantees occupational safety and health protection at the workplace. Responsibility towards employees and colleagues requires taking precautions against accident risks. This applies to the technical planning of workspaces, facilities and processes and to safety management and personal conduct in day-to-day work. 3 We respect the laws and protect ourselves against cartels, corruption and conflicts of interests 19 The employees of Villeroy & Boch commit themselves to obey the applicable law, this Code of Conduct and all internal policies and instructions. 3.1 Anti trust and Cartel Law 20 Villeroy & Boch is committed to fair competition. Particularly when competing for customers and market share, respectful dealings with competitors must be ensured and integrity thereby preserved. Employees must comply with statutory anti-trust requirements in all activities.

11 Prohibited activities include: Price agreements with competitors; Market share agreements; Capacity agreements; The allocation of regional markets; The allocation of customers and price fixing. Further details can be found in the anti-trust compliance guideline. Even in informal talks, such as at trade fairs, congresses or other events at which it is possible to speak with competitors, it should be ensured that no anti-trust agreements are made and no information is illegally exchanged, and the impression of such activities should also be avoided. In its observation and analysis of competitors, Villeroy & Boch will not use any data that has been obtained illegally or that could lead to liability claims. 3.2 Anti Corruption 21 Any support, participation in or tolerance of corruption is strictly prohibited Gifts and advantages 22 As a rule, employees are prohibited from actively requesting any advantage and from accepting or granting gifts and advantages not related to an exceptional case such as birthday, Easter, Christmas, a similar holiday or exceptional case in the person of the presentee. This includes also gifts or other advantages granted to indirectly benefit the employee. The Group commits to not granting gifts or other advantages not in line with the legal frame and our internal rules to suppliers or customers.

12 The aforementioned rules are subject to maximum values of EUR 35,00 per capita/per year and EUR 200,00 for extraordinary gifts and are regulated in our internal Authorization Matrix Hospitality, business entertainment and events 23 Hospitality always needs to be traceable and related to a provable business case. It is forbidden to ask for hospitality by a customer. The appropriate boarding of employees of customers is allowed with relation to contracts and business negotiations (business meals). Events need to be appropriate and independent from a specific deal. However, business entertainment on the occasion of product trainings is allowed but must be appropriate. This applies also to relationships with competitors. In general, hospitality costs on events where only Villeroy & Boch employees participate are not paid, except of hospitality usually provided by Villeroy & Boch. The aforementioned rules are subject to maximum values of EUR 35,00 and EUR 200,00 or higher in case of large scale events and are regulated in our internal Authorization Matrix Consulting agreements 24 Consulting agreements must not be abused to circumvent legal and/or appropriate restrictions. Fees must always relate to a service that is clearly comprehensible to third parties and cannot be inappropriately high in relation to the service provided.

13 3.2.4 Donations and sponsoring 25 Villeroy & Boch is involved in charitable projects, sports and culture. Donations and sponsoring have to be in line with the interests of the company and not serve the promotion of private interests or lead to corruption. Generally, Villeroy & Boch does not participate in political events. Exceptions can be made in a specific case with prior approval. Donations and sponsoring to nonpolitical organizations can be made but must be decided case by case. The aforementioned rules are subject to maximum values of EUR 35,00 and EUR 200,00 or higher and are regulated in our internal Authorization Matrix Gifts and advantages to authorities and governments 26 Officials, other office-bearers and other representatives of public institutions can basically not receive gifts or advantages. This also applies to gifts and advantages granted indirectly to these persons. Exceptions from this rule need to be decided in every specific case according to our internal Authorization Matrix. 3.3 Conflicts of interests 27 Conflicts of interests exist if the private behaviour of an employee has an impact on his capacity to act in the good of Villeroy & Boch Critical participations 28 Critical participations in third companies are investments of an employee in a company which is a supplier, customer or a competitor. Provided that such a critical participation exists, the employee shall be excluded from a business relationship with the respective company depending from the fact whether his participation is higher than 3 % or he has an influence on the business relation.

14 3.3.2 Honorary appointments 29 The employee is obliged to inform Villeroy & Boch about specific honorary appointments if such an appointment relates to the business of our Group or supervisory board mandates Literary works 30 The publication of literary works or presentations, concerning the working field of Villeroy & Boch, needs to be approved. The approval has to be in accordance with our internal Authorization Matrix Additional employment 31 If in line with the applicable labour law, additional employment must be declared in writing by the employee to the responsible Human Resources Department and shall require its prior approval Acting for competitors 32 It is prohibited for all employees to support interests of third parties who act as a competitor of Villeroy & Boch or one of its subsidiaries, by any kind of work, service or advice Special conditions for employees 33 Privileges for employees, related to products or services of Group companies, shall only be granted in accordance with our internal Authorization Matrix. These conditions should always apply to all employees or precisely defined groups of employees. Products that are purchased with employee discounts may not be resold.

15 4 We respect confidentiality and protect the assets of our Group 34 Villeroy & Boch is aware of the fact that confidentiality and the protection of our assets is a core basis for the prosperity of our Group. 4.1 Confidentiality 35 Employees may only use their knowledge of confidential internal projects and processes for company-related purposes and must not disclose it to any third party. Confidentiality further relates to insider information and the information of the public Insider information 36 Inside information is any specific information relating to our company which is not public knowledge and which, if it became known, would likely have a significant effect on the stock price of Villeroy & Boch shares. Villeroy & Boch maintains a list of insiders detailing the persons who may have access to inside information in the context of their work for our Company. The concerned employees are further informed on insider regulations by a separate form. It is prohibited by law to disclose such inside information to any third parties who may use this information for insider trading. In order to avoid any appearance of a violation of this rule and to ensure equal information of all our investors and stakeholders, we have defined quiet periods in which our company does not communicate financial information to external third parties, including analysts, journalists and investors. Our quiet periods start ten days prior to the end of the quarter or financial year and last until the day of the publication of the quarterly or annual financial results (preliminary or final results, whichever are relevant).

16 It is further prohibited by law to buy or sell shares in our Company or financial instruments which directly or indirectly depend on shares in our Company based on inside information. In order to avoid any appearance of a violation of this rule, we have defined black-out periods in which members of the uppermost management of our Company with potential exposure to insider information must not trade in our Company s shares or in financial instruments which directly or indirectly depend on shares in our Company. Our black-out periods start ten days prior to the end of the quarter or financial year and last until the day of the publication of the quarterly or annual financial results (preliminary or final results, whichever are relevant). The publication dates can be found in the financial calendar on our Company s website Interaction with the public 37 Statements by Villeroy & Boch to the media and the shareholders shall be made solely by the Board, the Public Relations Department and the Investor Relations Department or the employees instructed and authorized by the Board for this purpose. External requests should be directed to these departments. 4.2 Group assets 38 Employees have to protect goods of the company against loss, theft, damage, unauthorized use and misuse. This also includes information, ideas and other intellectual property. The improper use of staff or assets for non-corporate goals is prohibited. Data and documents have to be secured against access of not authorized persons. 5 We respect and protect our environment 39 It is part of Villeroy & Boch s self-image, as fabricator of basic materials, to respect and protect the environment. This does not only mean compliance with environmental laws, but also with the concept of sustainability while using natural resources and finding environmentally friendly solutions.

17 We integrate environmental protection into our workflows. Environmental aspects are considered in business decisions. 6 We respect our business partners and ask them to protect our ethics 40 Villeroy & Boch is persuaded that respect towards our business partners forms the basis for trustful business relationships and requires to protect values as defined in our Code of Ethics. 6.1 Respect to our business partners 41 Villeroy & Boch is committed to working with its external partners in a fair and respectful cooperation. 6.2 Protection of our ethics 42 Villeroy & Boch does only accept suppliers and customers which respect our Ethical Principles. Therefore, suppliers and other business partners are required to comply with the Villeroy & Boch Code of Ethics/Code of Conduct. Villeroy & Boch aims to obtain Letters of Compliance from the aforementioned companies. C Personal Protection Clause 43 No employee will suffer from a personal disadvantage at Villeroy & Boch if he complies with this Code of Conduct and this could lead to a competitive disadvantage for our Group compared to other companies.

18 Index A additional employment...31 advantage...22, 26, 36 anti trust...20 assets...3, 34, 38 authorities...26 B business entertainment...23 business meals...23 business partners...3, 40ff C cartels...3, 19 Cartel Law...20 Chief Compliance Officer...6 child labour...16 Code of Ethics...2ff, 40, 42 compensation...15 concept of Compliance...4ff confidentiality...3, 34ff conflicts of interests...3, 19, 27 consulting agreements...24 Corporate Guidelines...5 corruption...3, 19, 21, 25 critical participation...28 D declaration on insider regulations...36 discounts...33 donations...25 E environment...3, 39 equal treatment...12 Ethical Principles... 3f, 8, 42 events...20, 23, 25 F freedom of association...17 G gifts... 22, 26 government H health protection honorary appointments hospitality human rights... 3, 9, 12 I insider information...35f Investor Relations L Leadership Principles Letters of Compliance literary works Local Compliance Officer...6f. M media N non-political organizations O occupational safety office-bearers P Personal Protection Clause persuasion... 3, 5, 9, 11 political events Practice Manual... 4 presentations privileges for employees product training public institutions... 26

19 S safety at work...3, 13, 18 social responsibility...9f, 12f special conditions...33 sponsoring...25 statements...37 supervisory board mandates...29 U unions W working conditions...3, 13f works councils T theft...38