Anti-Corruption Policy

“All employees are expected not to engage in any corrupt or comparable unlawful conduct and not to tolerate it in their area of responsibility. This means that staff of public authorities and business partners shall not be offered or granted any benefits or advantages in order to induce them to commit illegal or unfair acts. If an employee receives any offers in the sense described above, they must inform their supervisor immediately and without fail.

Corrupt conduct can entail the most severe consequences for the whole of the ElringKlinger Group and can therefore never be justified by any commercial advantage that may be gained.

All employees are expected to make their commercial decisions in the interests of the company and to adjust their actions accordingly. Personal reasons, personal relationships, or personal benefits may not influence the decisions and actions that are geared toward the company’s interests.

All employees are expected not to accept or to grant gifts or other benefits if these are inappropriate or are not permitted in the general ordinary course of business when taking the relevant customary practices specific to the country in question into consideration. In no event may benefits be linked with a demand for or the granting of any consideration in return.”

These principles from the code of conduct of the ElringKlinger Group are key elements of the compliance culture at ElringKlinger. All employees are required to comply with these principles. This also applies in particular in connection with the requirements and processes described below for preventing corruption and conflicts of interests and for dealing with gifts and benefits of all kinds.

Offering benefits to public officials in particular with the aim of exerting improper influence on their decisions or actions is called corruption, which is prohibited throughout the world. Furthermore, many countries also treat targeted benefits between business partners as a criminal offense. A prerequisite for this is that the granting and/or acceptance of these kinds of benefits kind is likely to improperly influence the conduct of a business partner or one’s own conduct.

Corrupt practices are also being prosecuted ever more firmly and with severe penalties for the perpetrators by the law enforcement authorities in countries that were previously known for a laxer approach to dealing with the issue of corruption. Moreover, many countries, such as Germany, the US, France, the United Kingdom, and Italy in particular, are also criminalizing and prosecuting acts of corruption even when they are committed in another country. This would be the case for example where it is known and tolerated that a person working for ElringKlinger in another country uses corrupt practices to obtain commercial success.

Benefits

The term “benefit” has to be interpreted very broadly. In addition to cash payments, gifts in kind, services, and invitations, it also includes other benefits to which a person is not legally entitled.

Granting benefits to public officials

Public officials are people whose employment is governed by public law. They include civil servants in the first instance, but also other people who perform duties in public administration. Public officials have to act and make decisions impartially in accordance with the applicable regulations. For this reason, many countries impose strict regulations on what benefits may be accepted by public officials. Invitations and gifts are therefore permitted only in very limited exceptional cases. These are generally public events in which high representatives of a public authority or of a public body take part.

Facilitation payments, which are intended to accelerate a particular procedure, for example to obtain quicker approval for a construction project or for the clearance of goods by customs authorities, are therefore also not permitted. Bribes of this kind are also a criminal act.

Granting benefits to business partners

Benefits granted to business partners are also a criminal offense in many countries if in particular the purpose pursued with them is specifically to give preferential treatment to individual business partners and to inappropriately influence decisions. Particular caution is therefore required if benefits are granted to people who play a direct role in concluding a business transaction.

Taking the principles described above into consideration, benefits can be granted in business transactions if they remain within the bounds of what is permitted by law and social custom.  In no event may the benefit be concealed or be offered outside of the business relationship. Benefits in cash are inappropriate and therefore always prohibited. The principles described above also have to be complied with in the case of invitations to business meals and events. Invitations to events that are solely for the purposes of entertainment and are not related to any business are generally not permitted. This is true without exception for events of this kind that are contrary to accepted principles of morality. Always ask the competent compliance officer if you are in any doubt about whether a benefit is within the bounds of what is permitted. The internal policies that apply in the relevant regions also have to be complied with where necessary, of course.

Accepting benefits

The principles described above also apply when ElringKlinger employees receive benefits or are invited to events. As long as these benefits remains within the bounds of what is permitted by law and of what is socially appropriate, employees are not prohibited from accepting them. This is generally the case when they involve only inexpensive business courtesies. In general, benefits should be transparent. This helps to avoid any impression that matters are being conducted under the table. Invitations to events that have no or only a minor connection with a business transaction must be declined or may be accepted only after consulting the competent compliance officer. Here as well, the internal policies that apply in the relevant regions also have to be complied with where necessary.

The examples below are intended to provide some assistance here but are not meant to be conclusive.

The following can be accepted in principle:

• Inexpensive seasonal gifts, especially at Christmas or other holidays for example.
• Occasional, non-periodic invitations to a meal, provided this is within the bounds of what is normal and reasonable and does not involve any expense.

The following must be declined in principle:

• Invitations to events that are not directly related to a business occasion.
• Gifts to partners or family members.
• Cash, gold coins, jewelry.
• Private use of facilities or items.

All employees should avoid situations that may lead to conflicts between their personal interests and the interests of ElringKlinger. This also includes situations where even the mere appearance of a conflict of interest may arise. Avoiding situations of this kind serves to protect both the company and the employee. Situations in which conflicts of interest can exist or arise typically include engaging third parties who are relatives or with whom another close personal relationship exists, something that is frequently referred to as nepotism. The same is true for appointing or hiring relatives or close personal relations if influence can be exerted on the decision to appoint or employ them. If these kinds of conflicts of interest arise, they must always be disclosed and notified to the employee’s supervisor. If cases of doubt, the competent compliance officer must be consulted to clarify how the situation should be handled. Other configurations in which a conflict of interest can arise including taking on a second, part-time job or holding an equity interest in other companies that ElringKlinger has a business relationship with or is in competition with, as well as consultancy work.

Sponsorship is understood in particular to be the provision of financial support for people, organizations, and events with the purpose of drawing attention to one’s own company in a positive way. Donations are voluntary payments to facilitate preferential tax treatment where no consideration in return is made for the payment.

Sponsorship or donations can also constitute prohibited benefits or corrupt and thus criminal actions if, for example, they are provided on the instigation of a third party with the intention of prompting a specific action by a third party, especially a public official, or of dishonestly producing an advantage for ElringKlinger. Sponsorships or donations that are made for these purposes are prohibited. Furthermore, sponsorship and donations must essentially always be coordinated with the management to ensure that only causes that are consistent with the corporate principles of ElringKlinger are promoted.

Following the principles set out below will help you avoid sanctions for the company and its employees and provide you with assurance that your conduct is correct:

• Do not give any gifts in cash and do not accept any cash gifts, either.
• Offering benefits to public officials is generally prohibited.
• Do not give or receive any benefits that are inappropriate or that are not socially acceptable or the purpose of which is to prompt a specific action.
• Performance and counter performance must be commensurate with each other. This applies in particular in the case of consulting and agency agreements.
• Services must in principle not be paid for in cash but must be settled by bank transfer. An order and an invoice must be drawn up.
• Separate private from business interests. Ensure transparency.
• Do not exploit your position to obtain private benefits.
• Report infringements.

You can contact the Legal & Compliance CU or the competent compliance officer if you have any questions relating to this policy. You can request that your questions be handled confidentially, and you can also submit them anonymously using the protected reporting channel “Share with us”.

We provide targeted training programs on the issue of corruption in particular for employees in purchasing and in sales. You can find more detailed information on the subject of corruption and on compliance at ElringKlinger on our intranet.