Intro/Foreword
The Code of Conduct describes the values, principles and guidelines, which should prescribe the Conergy Group‘s corporate conduct and what all employees and committees have to be familiar with. Furthermore, it gives a landmark for the fundamental ethical and legal duties of the employees and committees of the Conergy Group.
The Code supports the goals of the corporate management of strengthening the ethical standards throughout the company and promoting a working environment that consists of integrity, respect and fair behaviour.
The Executive Board is convinced that this Code is consistent with the Conergy Group‘s strong and solid international growth and therefore serves the long-term interests of the Conergy Group.
The Code of Business Conduct and Ethics of the Conergy Group was resolved by the Executive Board and approved by the Supervisory Board.
1. Application and Scope of Validity
This Codex is binding for the entire Conergy Group and will come into effect after the approval and publication by the management. This Code applies to all employees worldwide as well as to members of the Executive Board and the Supervisory Board of Conergy AG.
Any persons, who work for, represent or serve as advisors to the Conergy Group, will be responsible for familiarising themselves with and adhering to this Code of Conduct. This responsibility also extends to persons, who are entrusted with important duties or management work in areas where important information is communicated and exchanged with customers, suppliers and the financial sector.
Any person, who in performing his work for our company becomes exposed to special situations not governed by the Code, is obligated to confer with a superior regarding such matter.
As a general law, no action may be taken which could infringe valid or impair the public image of the Conergy Group or an employee.
2. Lawful Conduct
A fundamental requirement with respect to any action taken in the interests of the Conergy Group is that such action constitutes lawful conduct. The worldwide integrity and upstanding image of Conergy is based on this obligation and helps safeguard the company‘s long-term success.
As a listed German stock corporation, we endeavour to conduct our national and international business affairs in accordance with the applicable laws, rules and regulations and with high ethical standards. In this respect, we seek to act in strict compliance with the requirements of the German Corporate Governance Code.
If there is uncertainty regarding the legality of a certain action, such concern must be communicated to and discussed with the Legal Department.
3. Our Corporate Obligation
Conergy acts in an economical, socially responsible and environmentally conscious manner. We commit ourselves to sustainable growth that does not jeopardise the future and place considerable value on using natural resources sparingly.
The health and safety of all our employees, neighbours, customers and other persons, who are affected by the Group’s business activities, has the same priority as environmental protection.
Quality management is an integrated component of our processes and operating procedures.
4. Competition and Antitrust Law
Conergy is convinced that the interests of all persons are best served by preserving fair competition. As an internationally operating company, we seek to engage in our business actively, competently and ethically.
In all markets in which we do business, we seek to comply with the applicable laws regarding anti-trust, competition and restraints of competition and not to get any unfair advantages over customers, suppliers and competitors.
It is a fundamental principle of our Company that our employees act in accordance with the respective competition law that is applicable for the business activity of Conergy. Our employees are therefore prohibited from entering into any transactions which restrain competition, from colluding with competitors to partition markets or customers or from entering into price and boycott arrangements.
5. Granting and Accepting Benefits
We operate a fair, honest and legally conforming business policy, which does not countenance corruption or bribery. Our employees are therefore prohibited from offering or accepting any gifts or privileges, which might impair the objectivity of business decisions during the initiation, award or execution of an order.
Gifts may be accepted or granted only if they are generally a customary business practice and are viewed as merely a courtesy or a favour in the relevant region (e.g., flowers, calendars, other promotional gifts). At no time may monetary gifts be accepted or made. Business dinners and entertainment may be accepted and offered, if they are related to the normal course of business and the expenditures are reasonable.
Benefits or gratuities, which are bestowed on government decision-makers with the intent of accelerating the administrative procedures and acquiring unlawful competitive advantages, are prohibited.
Any acceptance or grant of a benefit must be notified to a superior. Presents become the property of the company and will be used for company purposes. The management will decide about the utilisation of the presents.
6. Prohibition against Insider Trading
As a listed stock company, Conergy AG is subject to the strictest stock- and other security regulations, that have to be adhered to unconditionally.
Conergy requires that its employees not engage in any insider trading. This relates specifically to employees, who have access to so-called (non-published) inside information. Inside information is defined as facts, which are not known to the public and relate to a publicly traded company, and the publication of which would significantly influence the share price for such company. Such inside information could relate, for example, to unpublished plans, financial or business developments, new products or manufacturing procedures, key contracts and negotiations, mergers, the purchase or sale of businesses/securities as well as litigation and difficulties in Conergy‘s own processes or in those of companies, with which Conergy does business.
The law prohibits trading shares on the basis of such information or disclosing such information to third parties.
7. Fair Working Conditions and Conduct in the Workplace
Conergy is a socially responsible employer and views its employees as its greatest strength. Conergy seeks to create a work environment that appreciates the diversity and value of different international cultures. Conergy seeks to contribute through a human resource policy tied to professionalism and values. We fully expect a friendly, respectful and fair interaction between colleagues, employees and third parties. We do not tolerate any form of discrimination and harassment based on nationality, culture, religion, national origin, sex, sexual orientation and age.
We do not tolerate any drug abuse at the workplace. Anyone who requires assistance or consultation in this regard may in confidence contact his or her superior or our Human Resources Department.
Alcohol in small quantities may be consumed only on special occasions. This must be done in a responsible manner and with the consent of superiors.
Any threats or acts of violence such as physical intimidation are prohibited.
8. Information and Data Protection
Information is one of the most valuable assets of Conergy. Transparent and effective dissemination of information is a key to the company‘s success. A large share of Conergy‘s business information is, however, confidential or legally protected, which means that confidentiality must be preserved, unless a publication of the information was approved by Conergy or is required by law or regulation. Any author or recipient of information must act accordingly.
These rules apply specifically to intellectual property such as trade secrets, patents, trademarks and copyrights. Intellectual property also includes business, marketing and service plans: engineering and manufacturing know-how, drafts, databases, business working papers, salary information and any other unpublished financial data and reports.
Conergy shall carefully use and confidentially handle any and all personal information about employees, customers, business partners and suppliers. Protection of this information is extremely important and must be carried out with the greatest degree of care in order to continue safeguarding the trust and confidence of the persons affected. Personal data may be collected, processed and used only upon express authorisation. Such data may not be disclosed to third parties.
Conergy shall create the necessary standards to guarantee an appropriate degree of know-how- and information protection.
9. Safety and Security
Conergy places the highest priority on securing the safety of its employees, customers, visitors, images, tangible assets, know-how and data.
With the help of the relevant professionals, Conergy shall provide sustainable processes, strategies and standards in the various areas of health, safety, security and IT. All employees are obligated to work together with great care to promote this safety and security.
The extensive use of modern IT technology also harbours a risk of data loss, data theft or that data may be overwritten unknowingly. To minimise this risk, the greatest degree of care must be exercised whenever modern methods of communication are used.
Conergy‘s internal email and internet policy as well as its password guidelines must be observed. The Corporate Security Management, together with the IT Department, shall continuously evaluate the requisite standards and modify them to adapt to the changing conditions. Please contact the requisite Professional Department if you have any questions or problems.
10. Transparency within the company
All employees of the Conergy Group are obligated to cooperate with other Departments and above all to provide the requisite information to the Central Units of Conergy AG.
11. Dispute Resolution and Handling Concerns or Complaints
Conergy operates and promotes an open, fair and respectful critique and conflict culture. Each employee must comply with the requirements of the Code of Conduct.
If an employee has a concern or a complaint about issues listed in this Code – including a possible breach of the Code – he should promptly contact his superior to clarify the issue. This may be done anonymously, confidentially or in any other manner. The superior will then confer with the Compliance Officer concerning that incident.
If the employee is not satisfied with the clarification or feels that it is not reasonable, then he will have the opportunity to contact the Compliance Officer or a member of the Compliance Committee in person, by telephone or via email. Complaints should be lodged generally in an open manner and should be presented anonymously in exceptional cases only. The Compliance Officer will have an opportunity to review the incident through a relevant Compliance Committee.
Conergy will not tolerate any reprisals based on complaints, which were lodged in good faith under this Code.
12. Implementation of Compliance Rules
The Compliance Officer is responsible for the implementation of the Compliance Rules for the entire group. He guarantees an independent and impartial processing of all concerns directed at him. In this function he reports to the management directly but is not bound by its instructions.
The Compliance Committee is at all employees‘ disposal for answering questions but also as an advisor in connection with the Compliance Rules. The members of the Compliance Committee are obliged to be absolutely discreet. There will be no detriment for the employee who turns to the Compliance Officer.
The Compliance Officer records all incoming hints and starts investigations using the necessary care. All hints will be handled in a strictly confidential manner.
13. Compliance and responsibility
Each employee as well as the members of the Executive Board and the Supervisory Board must comply with the requirements set forth in this Code of Conduct.
Violations of the Code must be disclosed to the Compliance Officer.
Violations of this Code will have consequences. In serious cases, these consequences could involve labor law repercussions, disciplinary action, civil litigation or criminal prosecution.
Each amendment to or rescission of this Code for members of the Executive Board requires a Supervisory Board resolution and will be published in accordance with what is required by law or the securities or stock exchange regulations.
Compliance Committee Policy
The Committee is obliged to be absolutely discreet and will use the highest ethical policy while investigating and processing cases.
The Committee will examine the incidents through conversations and consultations and take the necessary measures.
Offences against the Code shall have appropriate consequences.
Irregularities shall be remedied and inadequate processes shall be changed.
Personal misbehavior associated to the Code can lead to legal consequences based on labor law. There can be legal consequences based on civil and criminal law as well. |