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Code of Conduct

and fair business practices

 

This Code of Conduct is a binding behaviour guideline for all employees of Carl Kühne KG (GmbH & Co.) and any subsidiaries (collectively referred to as “Kühne” in the Code of Conduct).

It is a reflection of our corporate philosophy and defines the fundamental rules and minimum standards for interaction with each other and our business partners. The Code of Conduct expresses Kühne’s aim to promote fair and sustainable standards with regard to working and social conditions, environmental commitment and dialogue with consumers.

The objective of this Code of Conduct is to provide guidance on legal and ethical matters and promote appropriate behaviour. It shall support employees and advise them of their duty to comply with statutory and company regulations at all times. This Code of Conduct supplements and defines the company’s values and principles (for example, Kühne Culture+), but cannot offer specific instructions for every possible eventuality. However, all employees are requested to act in accordance with the ethical principles of these guidelines and make decisions in compliance with this Code of Conduct. In case of doubt, the Manager or Compliance Officer should be consulted.

 

Scope

This Code of Conduct applies to all Kühne locations and business units worldwide and is a binding behaviour guideline for all employees supplementary to any applicable laws.

 

Safeguarding the company’s value

Kühne is a German medium-sized family company, which was founded in 1722. Every employee has the duty to act in a way that both protects and develops Kühne as well as preventing any possible damage to the company. To this end, compliance with all applicable laws and regulations is an absolutely essential prerequisite. Correct conduct ensures Kühne is in a position to preserve the company’s good reputation, attract and retain qualified employees and satisfy the high demands of consumers, customers, suppliers and partners. Every single employee makes a valuable contribution to the wellbeing of the company.

 

Employees and the company

Freedom of association and right to collective bargaining
All employees have the right to form, join and organise trade unions of their choice and to bargain collectively on their behalf with the company. The company shall respect this right, permit all corresponding information and ensure that their doing so will not result in any negative consequences to them or retaliation from the company. The company shall not in any way interfere with the establishment, functioning or administration of such employee organisations or collective bargaining. In countries where the right to freedom of association and collective bargaining are restricted under law, the company shall allow employees to freely elect their own representatives subject to applicable local laws.
The company shall ensure that employee representatives and other Kühne employees engaged in organising personnel are not subjected to discrimination, harassment or intimidation for reason of their being members of a union or participating in trade union activities, and that such representatives have access to their members in the workplace.

Prohibition of discrimination
Our employees pursue commonly agreed business objectives and are therefore the driving force behind our company’s success. Mutual respect is a fundamental element of Kühne’s corporate culture. All employees must be treated equally with dignity and respect. The company shall ensure equal opportunities for all employees in their personal and professional development.
No discrimination shall be tolerated in hiring, remuneration, access to training, promotion or termination of a working relationship based on gender, age, religion or nationality.

Remuneration and working hours
Wages paid for regular working hours, overtime hours and overtime differentials shall meet the legal minimum standards that apply at the respective location. In situations in which a collective agreement is in force for the employment relationship, its framework conditions shall apply.
Nationally applicable working time arrangements must be respected without exception. All employees are legally entitled to statutory annual leave.

Health and safety in the workplace
The health of Kühne employees is an absolute priority. Kühne strives to create a safe working environment and ensure that all processes, production facilities and equipment meet the respective regulations of the trade association as well as the applicable statutory regulations and internal guidelines for occupational health and safety. Kühne supports continued reasonable developments for the improvement of the workplace environment.

Prohibition of child labour
Kühne does not partake in or benefit from child labour. Child labour, as defined by International Labour Organisation (ILO) Conventions, is forbidden. The rights of young workers must also be protected. We expect the same approach from our business partners.

Prohibition of forced and compulsory labour and disciplinary measures
All forms of forced labour are prohibited. This means any form of prison labour, slave labour, forced labour or bonded labour is forbidden.
The company treats its employees with dignity and respect. The use of corporal punishment, verbal abuse, sexual harassment or coercion is prohibited.

Conflicts of interest
The disciplinary superior must be immediately informed of any business relationship that may lead to (material and/or emotional) conflicts of interest between an employee and Kühne.
We expect from our employees that they do not pursue any personal interest or other personal benefit in their decision making.
Company property, especially equipment, is to be treated with care and respect. Its use is regulated under individual contracts and company guidelines.

Secrecy and data protection
All information that has not been lawfully made public is subject to secrecy (confidentiality) and may not be revealed to unauthorised third parties. This also applies after a contract of employment with Kühne has ended.
The direct or indirect use of confidential business information (insider information) during, and after termination of, the employment relationship for personal gain, the benefit of third parties or to the detriment of Kühne is prohibited.
Every employee must respect the valid intellectual property rights of third parties and no use shall be made of such rights without due permission. Employees may not procure or use secrets of any third party (for example, competitors or business partners) without authorisation.
The right to informational self-determination of employees and business partners must be protected at all times. This means that every employee and business partner fundamentally has the right to decide themselves on the disclosure and use of their personal data.

 

Company and competition

Benefits and corruption
It is forbidden to offer, promise, hold in prospect or grant improper personal material or immaterial benefits to business partners in the advancement and/or conclusion of business transactions. In particular, this shall apply if granting the benefit can serve to exert undue influence on the actions and decisions of the recipient.
The same shall apply if business partners of employees offer, promise, hold in prospect or grant material or immaterial benefits. These must be refused and the event or attempt immediately reported to the Compliance Officer.
Exceptions apply for small tokens of appreciation which are consistent with customary business practices. In case of doubt, the value per token and financial year should not exceed the respective tax exemption limit for non-cash benefits (currently up to EUR 60.00). Gifts of EUR 60.00 or more are subject to tax and must be immediately reported to the Manager.
This exception also applies to hospitality and invitations that fall within the limits of appropriate hospitality and do not give rise to appearance of impropriety in their frequency or scope.
Full and accurate records must be kept of any business incentives, benefits or invitations that exceed these limits. They may only be accepted and/or offered if they have been reported to the relevant Manager with prior approval granted in writing beforehand.
Particular restraint should be observed in relation to public officials, employees of a government authority or members of parliament, especially of a foreign country. The Legal department and/or the Management Board must be consulted before giving any (even low value) gifts or extending invitations to individuals in the above categories.

Compliance with antitrust and competition law
A fundamental principal at Kühne is compliance with the applicable antitrust and competition laws at national and international level. Agreements among competitors, price fixing, boycotting certain customers or suppliers, dividing up customers or markets and allocation of production or product sales are not permitted. Agreed behaviour, informal discussions or informal agreements, which could have the effect of restricting competition, are also forbidden. Even the mere semblance of such agreements must be avoided.
In the same way, no information may be given about customers and supplier relations, prices and their possible future changes, costs and any associated calculations as well as capacity and planning.
Vertical agreements, between the supplier and the customer, for example, which seek to impose restrictions when setting prices and trading conditions with third parties are also forbidden. This can potentially also include most-favoured-customer clauses, exclusivity obligations with a term of more than five years (total requirement or exclusive supply), non-compete obligations and price fixing.
Violations of antitrust law may be penalised with substantial fines for the company and its employees. Such violations can threaten both the continued existence of the company and the economic livelihood of the employee. All employees in Purchasing and Sales receive relevant information each year and can contact the Compliance Officer with any questions or uncertainties at any time (cf: Kühne Antitrust Law Guidelines). Employees must themselves bear the cost of any personal penalties imposed in the event of a conviction.
For further information, please refer to the Kühne Antitrust Law Guidelines, which can be requested from the Compliance Officer and are issued to all new employees in Purchasing and Sales.

Compliance with export, customs and tax regulations
International foreign trade regulations, customs regulations and provision in the fight against terrorism must be strictly observed.
Tax evasion will not be tolerated. In accordance with financial legislation, employees working internationally must pledge that they will observe the relevant personal tax obligations even when abroad.

Information
All information that is disclosed to external entities, such as authorities, business partners, banks, supervisory bodies, etc. must provide an accurate, clear and timely reflection of the relevant facts and/or the nature of the business transaction. This applies regardless of whether they have been provided verbally or in writing.
Data collection or other records must be complete, correct, up-to-date and compatible with the system at all times.
Violations of accounting rules or balance sheet offences as well as improper documentation or financial reporting will not be tolerated.
Official statements, especially statements vis-à-vis the media, may only be issued by authorised individuals (company press office).

Donations
The recipient of the donation and the specific use by the recipient must be known and comprehensible. Donations must only be made without anything in return. The decision to grant a donation is taken by the Management Board. Donations must always be transparent and documented.

Compliance with statutory regulations and international standards
Observance of and compliance with the law are a matter of course for Kühne. Every employee has a duty to observe the laws and regulations of the legal systems within which they operate.
The same applies to observing and complying with company and country-specific internal regulations.
All applicable laws and regulations, industrial minimum standards, ILO and UN Conventions and any other relevant requirements are to be observed.
The generation of profit shall never be a justification for non-compliance with laws, not assuming responsibility or taking inappropriate risks.

 

Ecology and the environment

Kühne acknowledges its responsibility towards the environment and constantly strives to protect the environment and climate. This is actioned in connection with our operations and the ongoing development of the company through systematic efforts and the conscientious use of resources. Any potential environmental impact is taken into consideration in all day-to-day business decision-making processes. Every employee is responsible for only using facilities within the framework of granted authorisations and for compliance with all relevant environmental regulations and is requested to contribute to improving the protection of the environment.
The actions of Kühne comply with both the applicable legal and statutory regulations and our own internal corporate standards.

 

Compliance with the Code of Conduct and management systems

The Management Board is responsible for correctly implementing and continuously improving the implementation of the Code of Conduct. It does so by adopting corrective measures, conducting regular reviews of compliance with the Code of Conduct as well as being responsible for ensuring the information contained in this Code of Conduct is communicated to all employees. Any non-compliance with the Code of Conduct as put forward by an employee is handled by the Management Board in collaboration with the relevant Manager and Compliance Officer. Managers are expected to set an example by observing and implementing the principals of this Code of Conduct. Furthermore, they must ensure that employees in their area of responsibility are familiar with and observe these guidelines and that any infringements are avoided.

Information and questions
This Code of Conduct has been made available to all employees in an appropriate form. As a rule, this means that the Code of Conduct has been distributed to the employee (especially on its introduction, but also for new staff), who has confirmed their understanding in writing, which is documented in the respective HR department.
In individual cases (especially for short-term or temporary staff), it is sufficient if the employee is made aware of the pertinent areas of the company’s Code of Conduct in the course of their induction.
Employees should discuss any questions relating to the Code of Conduct or general compliance with laws and regulations as well as any potential uncertainties regarding correct conduct and interaction with the Compliance Officer.

Infringements and penalties
Inappropriate conduct not only applies to employees who do not comply with these guidelines, but also to individuals who do not sufficiently contribute to identifying infringements, refuse to share important information, tolerate violations and/or seek to retaliate against those employees who have reported infringements.
Employees are obliged to report Code of Conduct violations they become aware of immediately. In consideration of the general and employment law principles, in cases of serious violations of the requirement to notify this can lead to serious consequences for the continuation of the employment relationship.

Openness and transparency
All employees are required to report any violations of the law, regulations, guidelines or the Code of Conduct internally to the Compliance Officer immediately in order for appropriate measures to be taken.
Reports can also be submitted confidentially and anonymously through the Compliance Officer.
Reported violations of compliance with the Code of Conduct must be forwarded to the Management Board.
There will no negative repercussion for employees where they have acted in good faith.

Suppliers
Kühne expects its suppliers to have introduced and implemented corresponding principles and guidelines in their company which are not in contradiction with nationally applicable law. Kühne considers this to be a prerequisite for a continued and successful business relationship, in order for compliance with these guidelines to be guaranteed in the long term. Consequently, key elements such as: “compliance with statutory regulations” and “no child labour” have been adopted in our general purchase terms and are ensured by our relevant departments.