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Code of Business Conduct and Ethics
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This Code of Business Conduct and Ethics sets out basic principles and standards of conduct to guide all employees and directors of Orkila Holding S.A.L and its subsidiaries (the “Company”). All of our employees and directors must conduct themselves in accordance with these principles and standards.
Claims of violations of this Code will be investigated by appropriate personnel or Company representatives. Those who violate the standards of this Code may be subject to disciplinary action, including dismissal. Any employee finding themselves in a situation that he or she believes may violate or may lead to the violation of this code is encouraged to consult with his or her superior or manager or the Chairman of the Company.
1. Directors and employees should act with honest and
ethical conduct.
The Company’s employees and directors should act ethically and in good faith, with honesty and integrity, when acting on behalf of the Company or in connection with the Company’s business or operations.
2. Directors and employees must comply with laws, rules
and regulations.
All employees and directors of the Company must respect and obey the laws of the jurisdictions in which they operate. Any employee or director who is unsure about any aspect of these laws should seek advice from supervisors, managers or other appropriate personnel.
3. Public disclosures should be full, fair, accurate, timely
and understandable.
Employees and directors who are involved in the preparation of reports and documents that the Company files as public communications have a responsibility to promote full, fair, accurate, timely and understandable disclosures in such reports, documents and communications.
4. Employees and directors must avoid conflicts of interest.
Employees and directors must avoid conflicts of interest involving the Company or its businesses. A “conflict of interest” occurs when an individual’s private interest interferes in any way, or even appears to interfere, with the interests of the Company as a whole. A conflict situation can arise when an employee or director takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when an employee or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in or with the Company. Loans to, or guarantees or obligations of, such persons are of special concern, and must comply with all laws and may be subject to approval by the Audit Committee of the Board of Directors. Any employee or director who becomes aware of a conflict or potential conflict of interest or any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest should bring it to the attention of the Chairman. Conflicts of interest may not always be clear, so employees finding themselves in doubt are encouraged to consult with the Chairman of the Company or other personnel or legal counsel designated by the Company from time to time.
5. Confidentiality of Company information must be
maintained.
Employees and directors of the Company must maintain the confidentiality of information entrusted or made available to them by the Company or the Company’s agents, except when disclosure is authorized by the Company or legally mandated, and must not use that information for personal advantage. Confidential information includes all financial and other records and non-public information about the Company and its agents that, if disclosed, might be of use to competitors, or harmful to the Company or its agents.
6. Employees and directors are prohibited from taking the
Company’s corporate opportunities.
Employees and directors of the Company are prohibited from (a) taking for themselves opportunities that are discovered through the use of the Company’s property, information or position, without the consent of a majority of the disinterested members of the Board of Directors, (b) using the Company’s property, information or position for improper personal gain, or (c) competing with the Company directly or indirectly. Employees and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
7. Fair dealing in all activities is expected.
Each employee and director should endeavour to deal fairly with Orkila's agents, business partners, competitors and employees. An employee or director should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice in connection with the Company’s business.
8. Employees and directors should protect and properly
use the Company’s assets.
All employees and directors should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes. Company equipment should not be used for non-Company business, although incidental personal use may be permitted in some circumstances.
9. Waivers of this Code must be approved and disclosed.
Any waiver of this Code for any employee of the Company may be made only by the Board of Directors and will be promptly disclosed as required by law.
10. Employees and directors are encouraged to report
illegal or unethical behaviour or violations of this Code.
All employees and directors must work to ensure prompt and consistent action against violations of this Code. Employees are encouraged to contact the Chairman or to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behaviour or violations of this Code and when in doubt about the best course of action in a particular situation. Any claim of a possible violation may be made anonymously if the claimant so desires, and all claimants shall be provided confidentiality in the handling of the potential violation. Employees and directors are expected to cooperate in internal investigations of misconduct.
11. The Chairman of the Company will administer this
Code.
This Code shall be administered by the Company’s Chairman, who shall act as the Corporate Compliance Officer of the Company. Company employees are encouraged to seek guidance regarding the application or interpretation of this Code from the Chairman and are expected to cooperate fully in any investigation of any potential violation of this Code.
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