CEWE COLOR Group Code of Conduct
Preamble
This Code of Conduct is binding for all the employees in the Group and for all its subsidiaries. Any national laws stipulating stricter regulations for foreign subsidiaries shall take precedence over this Code of Conduct.
The Code of Conduct relates to our ethical values and the standards of business conduct based on these values, in which integrity and loyalty are central. As an honest employer, we are committed to the highest ethical standards. We have a major responsibility towards our customers. Our customers and our business partners can trust us. More than anything else, this implies that we comply with laws and regulations at all times, that we practise fair competition and that we are a reliable partner. We are convinced that this is the only way to secure the ability of the company to compete and hence also employment in the company and its economic success in the long run.
The Code of Conduct cannot regulate everything and it does not aim to do so. It contains principles and minimum standards which are equally binding for all our employees and which are to be lived out in practice. We furthermore wish to encourage all those who are involved in dealings with us to make these principles their own.
This Code of Conduct serves the implementation of our behaviour principles:
- Integrity and lawful behaviour define how we conduct our business.
- The securing and reinforcement of the CEWE COLOR Group's top position as Europe's leading photo service company characterises our dealings.
- Our business relationships are relevant to our dealings; we do not employ any unfair methods.
- We avoid conflicts of CEWE COLOR Group and private interests.
- We treat business information and trade secrets as confidential.
- We do not tolerate any abuse of our own position for personal benefit, for the benefit of third parties or to the detriment of the CEWE COLOR Group.
1. Principles for Dealing with Employees, Customers and Business Partners
CEWE COLOR expects each employee, customer and business partner to be treated fairly and to have his/her rights and privacy respected. Employees, customers and business partners may not be treated differently due to their gender, race, origin, religion, age, sexual identity or any disability they may have.The company does not tolerate any sexual harassment, nor do we tolerate mobbing. Indications of this are notably slander of employees or their families, the spreading of rumours, threats, humiliation, abuse, chicanery, defamatory or undignified treatment by superiors or colleagues as well as the intentional holding back of essential work-related information. Aggrieved parties have the right to be heard by contact persons such as superiors, the staff council or the human resources department and have their grievance taken seriously.
2. Avoiding Conflicts of Interest
2.1 Principles
Private and business interests are to be strictly separated. No business connections or contacts may be pursued for personal benefit or for the benefit of third parties, nor may such connections or contacts be pursued at the expense of the company. In the event of the possibility or the risk of conflicts of interest, employees are to contact their superior if they are in any doubt. They are to procure help and advice from their superior, the human resources department or the Compliance Officer. Each employee may also contact the staff council or the ombudsman in this respect.
In order to rule out any conflicts of interest between the company and their private life, employees of the company should always refrain from engaging business partners of the CEWE COLOR Group for private purposes. The Compliance Officer is to be notified immediately should it, with hindsight, become apparent that a business partner of the CEWE COLOR Group has been engaged for private purposes.
2.2 Conflicts of interest as a result of subsidiary activities
CEWE COLOR employees are obliged to have any subsidiary activity authorised by the human resources department/Board of Management. CEWE COLOR will refuse to approve of a subsidiary activity or will revoke approval for such an activity if there is any indication that the subsidiary activity interferes with fulfilling tasks defined in an employment contract and/or if legal obligations or obligations pertaining to labour law are violated.
In order to rule out conflicts of interest, the conducting of subsidiary activities for a competitor or another business partner is strictly forbidden.
2.3 Conflicts of interest as a result of the acquisition of shares
Significant participating interests in other companies in our direct business environment (this notably includes competitors, customers and suppliers) require the express written approval of the Board of Management of CEWE COLOR.
Any significant financial participation of close family members in a competitor, customer or supplier is to be reported.
3. Handling Benefits Received
Manufacturers and suppliers are to be chosen exclusively on the basis of fair competition and on consideration of the criteria of price, quality and the suitability of their performance. This applies in equal measure for other business partners and service providers. This Code of Conduct prohibits employees in the CeWe Group from requesting benefits, accepting promises of benefits or accepting such benefits from third parties with which the CeWe Group is endeavouring to establish a business relationship or with which it maintains a business relationship.
3.1. Gifts and other benefits
Other benefits are, for example, financial incentives, the non-cash or reduced-price delivery of items for the purpose of using such items, discounts, invitations to holiday trips and free tickets for special events. CeWe employees may not accept any gifts. Should politeness make it impossible to refuse to accept gifts, such gifts are to be immediately handed over to the superior, the human resources department or the Compliance Officer. They will be used as donations in kind for non-profit organisations, auctioned among employees or used for other corporate purposes. Offers of other benefits are to be reported to the superior in authority and documented. Deviations from this regulation may be authorised by the management in exceptional cases.
Accepting cash is forbidden without exception.
Private trips linked to business trips and business trips themselves may not be undertaken at the expense of business partners or third parties. Such travelling expenses are without exception to be settled in accordance with the valid travelling expense regulations.
3.2 Business meals and invitations
Business meals for which the occasion, type of meal, frequency and scope comply with customary business practice, i.e. serve justified business purposes, are permissible provided that the invitation was made voluntarily and appropriately for a customary business relationship. In this case, however, any impression of exercising irregular influence on business decisions is to be avoided. Employees are all expected to show due sensitivity in this respect.
Invitations from business partners or service providers to any other events (e.g. sports events, cultural events, in-house exhibitions, product information events, seminars, advanced training courses, etc.) are only permissible if the type and scope of such events is appropriate and in accordance with customary business practice from an objective point of view. These invitations do however require the prior approval of a superior in each case. Relevant travelling and accommodation expenses incurred here are to be borne by CeWe.
Members of the management may accept and extend invitations to events, including the appropriate catering, provided that the arrangement is business-related and is in the interest of the CeWe Group.
4. Benefits for Business Partners
No financial benefits or benefits of any other kind may be made to business partners if these benefits impair the recipient's ability to judge or if they could lead to a conflict of interest.
4.1 Gifts and other benefits for third parties
No other benefits (in particular financial benefits) may be offered, promised or granted to business partners. Gifts made be made within the customary context of a business relationship on an appropriate material scale. Recipients may not consider such gifts to be benefits which could influence their business decisions in the sense of preferential treatment for the giver. Gifts may never exceed a value of € 50.00 per person in a calendar year. Deviations from this regulation require the prior approval of the management and are to be reported to the Compliance Officer.
4.2 Catering
Business meals for which the occasion, type of meal, frequency and scope comply with customary business practice, i.e. serve justified business purposes, are permissible. Relevant details are defined in the expense provisions.
4.3 Conduct towards authorities and office holders
The holders of political offices and officials in authorities or public institutions (office holders) are committed to public welfare. For this reason, only appropriate gifts relating to the specific occasion that comply with recognised social courtesies and that do not affect respect for the office or the political task are permissible (e.g. a bunch of flowers or a bottle of wine on the occasion of a birthday, jubilee or leaving office).
5. Donations/Sponsoring
The CeWe Group participates in social life and in society by making donations for non-profit, social, cultural, sporting and scientific purposes in line with customary business practice. The CeWe Group does not make any direct or indirect donations to political parties or to party-related foundations.
6. Fighting White-Collar Crime and Corruption
CEWE COLOR is opposed to any form of corruption and associated criminal acts. We strictly oppose corruption, which is not tolerated in our company.
In colloquial terms corruption is the abuse of authority entrusted to employees for their own personal benefit. Under criminal law this constitutes offences relating to bribery, corruption, acceptance of personal advantage and the granting of undue advantages (§ 331 – § 335 of the German Criminal Code (Strafgesetzbuch)). Bribery and corruption in business transactions are criminal acts that may result in a fine or a prison sentence of up to three years and in serious cases up to five years (§ 299 and § 300 of the German Criminal Code).
CEWE COLOR counteracts corruption with suitable organisational and staff-related preventive measures. The company also does its utmost to uncover corruption and associated criminal acts and to pursue such corruption and criminal acts irrespective of the person.
Employees who are subjected to any attempts at bribery are to immediately report this to their superior and/or the Compliance Officer.
Employees who suspect corruption or other criminal acts or serious irregularities should report their suspicions.
Contact persons here, besides the direct superior, are the Compliance Officer and the ombudsman appointed by the company to deal with combating corruption. He will take in information concerning potential corruption which he will treat as strictly confidential on the basis of his legal obligation to maintain confidentiality. He will only pass the facts on to the Compliance Officer if the person who provided the information expressly agrees to this. The identity of the person who provided the information will not be revealed here if this person does not accordingly agree.
7. Appearing in Public
The company principally welcomes involvement in public or non-profit organisations, in associations or in public functions at a municipal or supra-regional level as well as the holding of honorary functions, provided this involvement or these honorary functions do not jeopardise fulfilment of the contract of employment. The assumption of such activities is to be agreed with the superior or the human resources department.
Statements relevant to the company which managers make to the public in interviews, talks or publications must comply with the interest and aims of the company in terms of the date of publication, scope and content. For this reason such statements are in any event to be agreed with the management and, in the case of media contacts, also with those responsible for corporate communication.
8. Protecting Company Property and Data and the Obligation to Maintain Confidentiality
Every CEWE COLOR employee is obliged to handle company property responsibly and to protect it against loss, damage and misuse. In addition to PCs, machines, etc. handed over for utilisation, this notably includes intangible property such as relevant data, business secrets, patents and brand names.
Company equipment and items of property may not be used for private purposes or removed from the company premises without the express consent of a superior. Details concerning laptops, telephones, etc. are regulated in separate work instructions for IT use.
Employees must maintain absolute secrecy concerning any trade and business secrets for the duration of their employment contract as well as subsequent to its termination.
9. Insider Regulations
People who have knowledge of information relating to CEWE COLOR Holding AG may not trade in stock-exchange listed company securities. Insider information is any information which has not been made public and which may influence the decision of an investor to buy, sell or hold securities (§ 13 and § 13 of the German Securities Trading Act (WpHG)).
CEWE COLOR Holding AG maintains an insider register in which the names of all the people with potential insider knowledge are listed.
Insider information may not be unauthorisedly passed on to people outside the CEWE COLOR Group (e.g to journalists, financial analysts, customers, consultants, relatives or friends). It must always be ensured that knowledge relevant to insiders is kept under lock and key or secured in such a manner that it cannot be accessed by unauthorised persons.
10. Acting in Accordance with the Code of Conduct
10.1 Compliance with the Code of Conduct and consequences of violation
Each employee is responsible for complying with the regulations contained in this Code of Conduct in his/her daily work.
Managers have a special responsibility to set a good example in following the principles and to ensure that they set standards relating to integrity and loyalty with their own conduct. In particular, they must ensure that employees implement this Code of Conduct and practise it in their everyday business activities.
Anyone who violates this Code of Conduct must reckon with sanctions under labour law which may go as far as dismissal/discharge irrespective of the person. If the company suffers losses as a result of violation of the Code of Conduct, it will claim for damages/compensation against the person or persons responsible within the framework of legal possibilities. In the event of suspicion of criminal offences the company will always bring charges against the perpetrators.
10.2 Person to contact for questions relating to the Code of Conduct
Employees who have questions concerning the Code of Conduct or who are not sure about appropriate conduct are to make an arrangement to talk to their direct superior or a superior at the next level. Should this not be possible or not wanted, employees may contact the human resources department, the Compliance Officer or the members of the staff council. Employees may also contact our ombudsman without incurring any expense.
Concluding Provisions
Any additional provisions contained in employment contracts or in separate rules for certain persons shall remain valid. The provisions of the respective employment contracts shall continue to apply. Relevant company regulations shall be observed.
This Code of Conduct shall be developed and improved if necessary on the basis of experience gained. It shall hence be constantly reviewed and revised in due course.
