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Umicore's Code of Conduct
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1. General
Umicore believes that success depends upon creating and maintaining a relation of trusts and professionalism with its main stakeholders namely its employees, commercial partners, shareholders, government authorities and the public.
Umicore believes that this Code of Conduct is fundamental to the task of creating and maintaining such trust
The main purpose of Umicore’s Code of Conduct is to ensure that all persons acting on behalf of Umicore perform their activities in an ethical way and in accordance with the laws and regulations and with the standards Umicore sets through its present and future policies, guidelines and rules.
This Code of Conduct provides a framework for what Umicore considers responsible conduct, but is not exhaustive. As a Umicore employee, you should always strive to exercise good judgment, care and consideration in your service for Umicore. Reference in this Code of Conduct to Umicore should be understood as Umicore, its affiliates and majority-owned subsidiaries.
2. Scope and responsibility
The Code of Conduct applies to all employees – including temporary personnel – of Umicore throughout the world and to any other person or entity acting on its behalf (“Umicore Representatives”). With respect to existing non-majority-owned companies, all efforts will have to be made to ensure their compliance with the Code. Should it not be the case, that situation will have to be reported and the continuation of our relationship will be assessed.
You shall avoid acting or encouraging others to act contrary to this Code of Conduct, even if such deviations under the circumstances may appear to be in Umicore's interest. If you are uncertain whether a particular activity (including that of an existing or prospective business partner ) is legally or ethically acceptable, you should, as far as practicable, consult in advance with your immediate superior or to the Head of the Corporate Legal Department.
Each employee shall receive a copy of the Code of Conduct. It is the duty of the management to include the Code of Conduct in employee training program and to promote and monitor compliance with the Code.
Violation of this Code of Conduct will not be tolerated and may in accordance with relevant legislation lead to internal disciplinary actions, dismissal or even criminal prosecution. Each case shall be approached objectively with full recognition of the circumstances
Should an improper practice or irregularity occur within the Group, necessary corrections and remedial action to prevent recurrence will be taken.
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3. Complaints, expression of concern and non-punishment
Umicore wishes to stimulate actively open discussions about responsible conduct. Thus, you shall have the duty to report your concerns and complaints with your superior. If you deem this not to be appropriate, you may address the the heads of the Corporate Legal or Internal Audit Departments.... They may be reported in your preferred language.
As a matter of law, concerns regarding questionable accounting matters shall be submitted to the Head of Corporate Internal Audit Department.
If you in good faith express your concern to a relevant body within Umicore concerning possible violation of law or Umicore policy, you shall be protected against any sanctions from Umicore or any Umicore representative due to your report. This however does not result in immunity for violations but the reporting will be considered as a relevant factor to determine what sanctions, if any, are appropriate.
It is a violation of this Code of Conduct to discriminate or harass anyone for making such report. Anyone submitting a false report with the obvious intention to harass may, however, be subject to disciplinary action.
If you feel that your pointing out any violation of this policy is in any manner used against you, you should contact your superior or the Head of the Internal Audit Department.
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4. Personal conduct
As a Umicore employee or representative, you are expected to conduct business and generally behave impeccably towards business associates, colleagues, and others. This includes being sensitive to and respecting foreign cultures and customs.
Umicore does not accept any form of harassment, discrimination or other behaviour that colleagues or business associates may regard as threatening or degrading.- Go to top -
5. Equal opportunities
Umicore is committed to an inclusive work culture and appreciates and recognizes that all people are unique and valuable, and should be respected for their individual abilities. Umicore does not accept any form of harassment or discrimination on the basis of gender, religion, race, national or ethnic origin, cultural background, social group, disability, sexual orientation, marital status, age or political opinion.
Umicore shall provide equal employment opportunity and treat all employees fairly. Umicore employees and business units shall only use merit, qualifications and other professional criteria as basis for employee-related decisions in Umicore, regarding for instance recruitment, training, compensation and promotion. They shall also show commitment to developing programs and actions to encourage a diverse organization based on the principle of equal opportunity.
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6. Conflict of interest and integrity
6.1 Fraud and conflict of interest
As Umicore’s employees and Umicore representatives, you shall not seek to obtain advantages for yourselves (or related persons) that are improper or in any other way may harm Umicore’s interests, whether or not this constitutes criminal fraud.
You may not take part in or seek to influence any decision under circumstances that can give rise to an actual or perceived conflict of interest. Such circumstances may be a personal interest in the subject matter – economically or otherwise – directly or through someone closely related.
If you become aware of a potential conflict of interest you shall, without delay, notify your immediate superior. Conflicts of interest may not always be clear-cut, so if you are uncertain, you should consult one of your superiors or the Corporate Legal Department.For particularly sensitive functions or areas of responsibility, each unit or department should evaluate the need for routines to identify potential conflicts of interest.
6.2 Bribes, gifts and favors
You shall not, in order to obtain or retain business or other improper advantage in the conduct of business, offer, promise or give any undue advantage to a public official (or a third party) to make the official act or refrain from acting in relation to the performance of her/his official duties. This applies regardless whether the advantage is offered directly or through an intermediary.
Gifts or other favors to business associates shall comply with locally accepted good business practice. Gifts and other favors can only be given or granted provided that they are modest, both with respect to value and frequency, and provided the time and place are appropriate.
As a Umicore employee or Representative, you are not permitted to accept from business associates monetary or other favors that may affect or appear to affect your integrity or independence. Gifts and other favors can only be accepted to the extent they are modest, both with respect to value and frequency, and provided the time and place are appropriate.
If you are offered or have received such favors beyond common courtesy gifts you shall, without delay, notify your immediate superior or the Corporate Legal Department, that will determine whether your integrity or independence may be perceived to be affected.
6.3. Financial interests in other businesses
As a Umicore employee or representative, you or any member of your immediate family should avoid having a personal ownership interest – directly or indirectly – whether as an investor, lender, employee or other service provider in any other enterprise if it compromises or appears to compromise your loyalty to Umicore. Before making an investment in a Company that competes with Umicore or does business with Umicore (such as a supplier), other than acquiring less than one percent (1%) of a listed Company, your immediate superior shall be consulted. Special attention should in all circumstances be given to potential conflicts of interest as described in section 6.1.
6.4. Activities with a competitor, supplier or other business associates
Before engaging in any activity that may be perceived to promote the interests of a competitor or a supplier or other business associates at the expense of Umicore’s interests, including serving on the board of such Company, you shall consult with your immediate superior or the Head of the Corporate Legal Department. You may not market products or services in competition with Umicore’s business activities.
6.5. Confidential information
Information, intellectual property such as copyrights, trade secrets and trademarks and innovative ideas are valuable Umicore assets. These intangible assets must be appropriately managed and protected. Umicore’s general policy of openness and transparency shall not prevent appropriate protection of information that may be of value to Umicore’s business interests.
Information other than general business knowledge and work experience that becomes known to you in connection with performance of your work, shall be regarded as confidential and treated as such. Of particular relevance are the rules against using confidential information for personal gain for yourself or others.
6.6. Safeguarding assets and records
Safeguarding assets and records of Umicore’s, customers and other business associates is the responsibility of all Umicore employees and representatives. All such assets shall be used and maintained with care and respect while guarding against waste and abuse. The use of Umicore time, materials, financial assets or facilities for purposes not directly related to Umicore business is prohibited without authorization. The same applies to the removal or borrowing of Umicore assets without permission.
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7. Compliance
7.1. Compliance with laws – general
You shall comply with all applicable laws and regulations when conducting business on behalf of Umicore. You shall not assist in breach of laws by business associates, whether it constitutes an illegal act, for Umicore or yourself as an individual, or not. It is your responsibility to seek to acquire a sufficient understanding of the applicable laws and regulations as they apply to your job.
7.2. Antitrust and competition
You shall comply with the antitrust and competition laws applicable. You should seek advice from the Corporate Legal Department in all matters involving risk of antitrust exposure for Umicore, yourself or any of your reports.
7.3. Insider trading
You shall abstain from trading or giving advice concerning trade in the securities of Umicore and other listed companies on the basis of non-public information learned through your work for Umicore which, if publicly known, may influence the price of the securities.
7.4. Maintaining records
Umicore is committed to transparency and accuracy in all the Umicore’s dealings, while respecting confidentiality obligations etc. As a Umicore employee or representative, you have the responsibility to maintain necessary records of the Umicore’s business and business relations. No false, misleading or artificial entries may be made on Umicore’s books and records. All transactions must be fully and completely documented and recorded in Umicore’s accounting records in accordance with section 7.5 below.
7.5. Accurate period reports and other public financial communication
As a matter of applicable securities laws and stock exchange listing standards, Umicore is obligated to provide full, fair, accurate and understandable disclosure in its periodic financial reports, other documents filed with applicable regulatory authorities and agencies as well as in its other public communications. Employees, particularly our senior executives and financial officers, are expected to exercise the highest standard of care in preparing such materials, paying particular attention to the following;
- Compliance with generally accepted accounting principles and Umicore’s system of internal accounting controls is required at all times.
- All Umicore accounting records must be kept and presented in accordance with the laws of each applicable jurisdiction. They shall not contain any false or intentionally misleading entries. Moreover, they must fairly and accurately reflect in reasonable detail Umicore’s assets, liabilities, revenues and expenses as well as all transactions or related occurrences which shall be fully and completely documented.
- No transaction may be intentionally misclassified as to accounts, departments or accounting periods, and unrecorded or “off the books” assets and liabilities should not be maintained unless permitted by applicable law or regulation.
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8. Responding to inquiries from the press and others
Umicore’s profile in domestic and international markets is greatly influenced by our ability to communicate consistently and professionally with external parties, including the media. Consequently, Umicore shall maintain a principle of openness and be honest and responsive when dealing with interested parties outside Umicore as well as society at large.
In order to ensure a coordinated interface with external parties, general inquiries about Umicore or its employees as well as all inquiries from media, should be directed to the relevant communications department or officer or, alternatively, to Corporate Communication. Inquiries from financial analysts or investors should be passed onto Corporate Investor Relations. Inquiries from external attorneys should be passed on to the Corporate Legal Department .
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9. No rights created
This Code of Conduct is a statement of certain fundamental Umicore principles, policies and procedures that govern Umicore’s employees and representatives. It does not create any rights for any customer, supplier, competitor, shareholder or any other person or entity.
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