Brose Code of Conduct
Content
Editorial ................................................................3
Principles .............................................................4
Cooperation with business partners .....................6
Avoiding conflicts of interest ...............................10
Corporate Communication ..................................12
Dealing with information and other assets ...........14
Fairness and diversity ........................................18
Responsibility in the workplace ..........................20
Quality and environmental protection .................22
Compliance with the Brose Code of Conduct .....23
2
Dear employees,
The Brose Code of Conduct prescribes standards upon which
we base our ethical behavior, thus ensuring mutual respect,
honesty and fairness in everyday dealings with co-workers and
business partners.
This code applies to all business activities of the Brose Group
worldwide. It takes into account the diversity of cultures and the
values of all our employees; it represents our globally operating
family-owned company's pledge to its social responsibility.
To maintain the high level of respect our company enjoys at
customers, business partners and with the general public, it is
imperative that all employees conduct themselves impeccably
and responsibly.
The Brose Group's code of conduct is binding for employees,
effective immediately.
Jürgen Otto
CEO of the Brose Group
3
Principles
Adherence to laws, honest and fair conduct
Brose employees comply with current legislation. Exercising
sound judgement, they base their activities on the principles
of honesty and integrity. Employees may neither abuse their
business position for personal gain, nor encourage activities
which are contrary to the Brose Code of Conduct.
Any form of immoral or corrupt practices engaged in by
employees or business partners is not tolerated. Brose strictly
forbids any participation in or tolerance of bribery or any other
form of corruption.
Responsibility for the reputation of the Brose Group
All employees of the Brose Group are representatives of the
company, shaping its reputation through their appearance,
conduct and actions in public. In doing so, they observe and
respect cultural differences, bearing them in mind with
regard to all aspects of business activity.
4
Interaction with colleagues and business partners
All employees working for the Brose Group help to shape a
corporate culture in their everyday dealings with one another;
these are based upon the principles of transparency, honesty,
respect and tolerance. The personality and dignity of every
single person is to be respected. Brose employees are reliable
business partners, who keep their promises.
Leadership
All managers are expected to lead by example, earning
respect from employees through their performance coupled
with a respectful, fair and open manner. They are contact
persons who are prepared to advise and counsel on both
professional and personal matters.
Within the scope of their managerial tasks, they act in accordance
with Brose's principles of leadership and set clear, realistic
objectives. They support employees acting on their own
responsibilities, providing the scope necessary for this.
Every manager has organizational obligations and a duty of care
to fulfil. When implementing these obligations, all employees
entrusted with executive tasks or personnel management
have to ensure that the Brose regulations on conduct are
complied with. Even after delegating tasks, managers still
retain responsibility.
These obligations complement the Brose Group's principles
for employees.
* In the following text the term ”employee” is used in a
gender-neutral sense, applying equally to men and women.
5
Cooperation with business partners
In support of fair business relationships with customers,
suppliers, service providers or other contracting parties, Brose
expects of its employees and business partners a top-rate
performance in terms of quality, pricing and reliability.
Any confirmation or acceptance of deliveries and services as well
as all payments have to be in a justifiable ratio to the goods or
services supplied and must be plausible. All the facts, bookings
and payments connected with these business transactions
have to be fully documented, accounted for and reflect the
purpose and relationship to the business transaction.
Fair business practice
The Brose Group conducts its business on global markets in
accordance with the highest ethical principles complying with
local competition legislation. Above all, this entails compliance
with anti-trust prohibitions such as forbidding price-fixing and
refraining from any other kind of collusion which could negatively
impact competition.
Acting on the premise that the interests of business partners are
best protected through fair competition, Brose does not seek
any unfair advantage over customers, suppliers or competitors.
6
Solicitation and acceptance of benefits
All decisions are based on company objectives and irrespective
of personal interests. Company decisions serve solely to enhance
customer benefits and to achieve sustainable corporate success.
To maintain their independence, employees may not solicit gifts,
other gratuities, personal services or favors from business partners. It is forbidden for Brose employees to accept from business partners benefits, which might impair objective and fair
decisions.
It is basically forbidden to accept gifts or benefits exceeding
€ 50. In the event of a benefit being rejected, the business
partner in question is to be informed about the principles set
forth in the Brose Code of Conduct. In exceptional individual
cases (e.g. when rejecting a gift would be considered impolite
in an international context and accepting the gift would not
entail any conflict of interest), the respective board member
has to be informed. Any such gifts received are to be handed
over by the employee to Brose.
Costs for expenses – in particular, for meals and gifts where a
strict separation between business and private interests is not
possible – have to be paid for by the employee.
Attempts by suppliers to influence Brose employees by offering
them unauthorized benefits will in principle – depending on the
case in question – lead to a termination of business relations.
7
Offering and granting benefits to business partners and
public officials
No employee may offer, promise or grant public officials or business
partners unauthorized benefits, whether directly or indirectly, or
approve such benefits. Every offer, every promise, every gratuity
and every gift has to be in accordance with governing laws and
Brose guidelines. Moreover, offers, promises, gratuities and gifts
may not be given in order to bribe a business partner or public
official with the aim of gaining commercial advantages for Brose.
Travel, invitations and hospitality
Trips are only to be planned if deemed necessary for business
and require prior approval by the employee's manager (see
Organizational Instruction 008 Travel).
Invitations from business partners to a business meal or an
event can only be accepted if they are freely granted, serve a
legitimate business purpose and take place within the scope
of normal business practice. Payment of travel and hotel
expenses by a third party is not permitted.
8
Awarding contracts
Every offer has to be checked fairly and impartially. Employees
who are involved in awarding contracts have to especially
observe the following rules:
• Suppliers are treated equally when competing for contracts.
• Employees have to report any kind of conflict of interests*
which might arise when carrying out their job to their
supervisor.
• Employees who are related directly or by marriage to
owners of supplier companies may not be involved directly
or indirectly in decisions about contracts being awarded to
these companies.
• It is neither permitted to place orders with Brose employees
nor allowed to award contracts to companies where a Brose
employee is a shareholder.
• No supplier or service company at which employees make
use of know-how previously gained at Brose may be awarded
a contract without prior consent by the management board.
• No employee may place private contracts with companies
with which they have business dealings in the course of their
work if to do so would enable them to derive an advantage.
This is particularly applicable if employees have a direct or
indirect influence on awarding contracts to these suppliers.
* See ”Avoiding conflicts of interest”
9
Avoiding conflicts of interest
Brose attaches great importance to employees being able to do
their work without getting involved in any conflicts of interest or
loyalty. This may occur if an employee works for or has a share
in another company. Should such a conflict seem imminent, the
employee has to advise his/her supervisor or Human
Resources director.
Non-competition clauses
Non-competition clauses serve to avert damage from the
company. They aim to prevent any transfer of knowledge if
an employee leaves the company to work for a competitor.
Utilization of specific Brose expert knowledge at competitors
can cause greater economic damage than the transfer of
strategic management knowledge. The duration of the
non-competition agreements are defined accordingly.
Secondary employment
Employees are obliged to obtain the approval of their Human
Resources department for any secondary employment they
wish to undertake. If an employee runs a business or has a
direct or indirect stake in a company, the Human Resources
department has to be informed in writing and prior approval
is required. Purchasing shares for investment purposes is
exempt from this ruling.
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Approval can be declined if the employee's secondary
employment infringes upon the legitimate interests of the
company, has a detrimental impact on the employee's work
performance, contravenes the duties of the employee in
the company or results in a conflict of interests.
Social commitment and political activities
Brose basically supports the social commitment shown by
employees in clubs or organizations or in public offices on
a municipal or regional level. Managers provide the scope
employees need for this commitment, particularly when active
in local councils or regional authorities. Every employee at
the Brose Group or Brose company has to ensure, within the
scope of his/her personal engagement, that the company does
not become involved in political campaigns or public disputes.
11
Corporate Communication
Media, publications and appearances in public
All media enquiries to do with the Brose Group or its companies
are to be referred to the Central Corporate Communications
department. Only company shareholders or authorized company
spokespersons may make statements to the media.
All press releases, interviews or presentations relating to
the Brose Group have to be approved by the Corporate
Communications department – if appropriate by the Legal
Department Brose Group – prior to publication. This applies
if an employee is a representative acting on behalf of the
company or is contacted as such. Any statements the works
council or the elected representatives might make are exempt
from this ruling if these statements are necessary to fulfil their
statutory functions and if the employer has given cause for
them to do so. The individual's right to freedom of expression is
not affected by this, as long as the employee states that it is
their own personal opinion.
12
Donations and sponsoring
The budget for donations and sponsoring is approved by
the shareholder meeting. All activities to do with Brose's
commitment to donations and sponsoring are planned and
approved exclusively by the department Corporate
Communications Brose Group, then implemented in
conjunction with the Brose companies.
13
Dealing with information and other assets
Information is one of the most valuable assets the company
has. Communicating information in an open, purposeful and
effective manner is a decisive factor for business success.
Information within the Brose Group is however confidential and
legally protected; this is why contractual obligations to maintain
confidentiality have to be complied with.
Confidentiality in company matters
It is imperative not to disclose anything about matters in the
Brose Group. If employees in the course of their job receive
information which is not publicly known, they have to treat it
as confidential. It may only be passed on to employees or
contractual partners who, because of their tasks, are authorized
to receive such information.
Information security
In the interest of the company, every employee is obliged to
ensure that confidential company information which is only
meant for a limited specific group of people is protected from
access by unauthorized persons.
The organizational instruction 002 Security stipulates
• which information has to be protected (”Confidential” or
”Strictly confidential”),
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• who are authorized users/recipients,
• how this information has to be protected (compilation,
identification, circulation, storage, destruction/deletion)
and how to use IT technology.
All employees are obliged to inform Central Security of any
security shortcomings.
Data protection
Brose handles all personal information about employees,
customers, business partners and suppliers with care and the
strictest confidence while taking all data protection rights into
consideration. It is extremely important to protect this information
in order to establish mutual trust.
Information may only be given to investigating authorities by
the head of the respective central function and the responsible
persons in the specific function at the location in question if
there is a legal obligation to do so. In this case, the following
responsibilities apply:
• Central Human Resources/ Human Resources at the
respective location: employee matters
• Head of vehicle pool: vehicle-related issues (e.g.: tracing
drivers or car owners)
• Central Security/ local Security: in matters affecting company
or employee property (tangible and intangible assets) as well
as investigations and actions which occur on Brose premises.
• Central Legal Department: other enquiries such as claims or
competition law if they do not directly affect staff. Enquiries
which cannot be clearly assigned to a specific function
are forwarded to the Central Legal Department which then
decides which specific function is to be involved and has to
provide information.
15
Responsible approach to company assets
Every employee is obliged to handle company property (e.g.
furniture, machinery, company cars) in a responsible and
careful manner, protecting it from loss, damage, misuse, theft,
misappropriation or destruction.
This ruling also applies to intellectual property e.g. trademarks,
patents, copyright and know-how. This includes business
and company plans, technical knowledge, databases, product
samples, drafts, business papers and reports. Producing
something for private use or using company facilities for private
purposes is forbidden. Any exceptions require approval by the
employee's manager or are set down in relevant company
rulings.
Careful approach to strictly confidential
business documentation
All employees who have access to strictly confidential
information about the Brose Group or about a company in
a business relationship with Brose are, in line with their
non-disclosure agreement, to be particularly careful when
handling business documentation or information (see
Organizational Instruction Security).
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This is applicable when handling plans and reports as well
as information about new products or processes, mergers,
acquisitions or company transfers, negotiations, contracts,
business connections, legal disputes, business developments
and financial figures.
Reporting
All financial statements and annual reports, both in electronic
and printed form, must fully reflect all transactions and
processes and must also comply with the company's internal
requirements and accounting principles. Inappropriate reporting
within the company or supplying information to organizations
or persons outside the company is strictly forbidden. The
respective responsible functions ensure that all data which
will be used in reports and documents is correct in terms of
content and time.
17
Fairness and diversity
Fair recruiting practice and diversity
Employee diversity is a key factor for the company's success
as a global player. Brose is keen to recruit, train, retain and
develop the most competent employees. Professional advancement in the Brose Group is based on staff's capabilities and
performance. Brose is fully committed to equal opportunities as
well as compliance with fair recruitment practices and
adherence to anti-discrimination laws.
Appropriate remuneration
Brose respects the right to receive appropriate remuneration
which is based on legally guaranteed minimum wages, employee
performance and the respective labor market. All employees
receive appropriate payment for their job.
Mutual respect: zero tolerance of discrimination and
harassment
Brose respects human rights and promotes compliance with
them. The company acknowledges that human rights based on
accepted international laws and processes, including the
Declaration of Human Rights by the United Nations, should be
regarded as fundamental and universally valid. Brose rejects any
kind of forced or child labor at the company or at its business
partners.
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Brose aspires to create a working environment which encourages
diversity. Differences between employees are therefore valued
and respected. Discrimination, harassment or intimidation of any
kind due to race, sex, color, religion, nationality, age, marital
status, sexual orientation, ancestry, social status or disability
are forbidden, as they contradict the goal of respectful and fair
conduct. All kinds of physical or mental violence are deemed
completely unacceptable.
Employees are therefore not permitted to use Brose electronic
systems to transmit or save pictures or texts depicting harassment
relating to the characteristics listed above. If employees believe
they are being exposed to discrimination or harassment, if they
observe such behavior or are aware of it, they should report
this to their manager or a member of the Human Resources
department.
Brose pursues all matters regarding harassment or discrimination
and takes appropriate measures in accordance with local legal
regulations.
19
Responsibility in the workplace
Safety in the workplace
Employee safety in the workplace is a matter of exceptional
importance to Brose. It is therefore imperative to observe all
international and location-specific health and safety regulations
based on the respective country's legislation as well as its
national laws governing working hours. Brose supports
continuous further developments aimed at improving the
working world.
A workplace free of alcohol and drugs
Fulfilling its responsibility towards employees and business
partners with regard to providing a healthy and productive work
environment, the company has forbidden consumption on its
premises of substances prohibited by law (drugs) and alcohol.
Moreover, employees are forbidden to be under the influence
of such substances at their workplace. Please observe, in this
respect, the company agreements and regulations which are
valid at your location.
20
Employee representation
Everybody is entitled to unionize. National legal regulations
and existing agreements have to be observed. There is to
be constructive collaboration with employees and employee
representatives. The aim is to find a fair balance between
the economic interests of the company and the interests of
the employees. In the event of any disputes, the aim remains
the same: to ensure sustainable, constructive collaboration
in the long term.
21
Quality and environmental protection
Quality
Excellence in quality and continuous quality improvement are
essential for the growth and success of the company. Employees
are required to meet the expectations of both internal and
external customers and to strive for continuous improvement
in the quality of Brose products and services.
Environmental protection
We give environmental protection and careful use of natural
resources high priority. With a strong sense of leadership
responsibility in conjunction with employee engagement, Brose
intends to make its business eco-friendly and is constantly
striving to improve eco-efficiency. Managers and employees at
Brose ensure that legal regulations and the company's own high
standards are complied with. Environmental design, technical
safety and health protection are major considerations even at
the development stage of our products.
All employees have to make a sustainable contribution through
their own behavior toward achieving these objectives.
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Compliance with the Brose Code of Conduct
It is obligatory for all employees to comply with the Brose Code
of Conduct and other applicable regulations. Failure to do so
will not be tolerated by the company and may result in legal
measures being taken!
It is the task of all managers to ensure that their staff are aware
of and comply with the Brose Code of Conduct.
Questions
In the event of uncertainties about correct behavior, employees
should talk to their own manager, Human Resources, works
council or their elected representatives. If this does not result in
clarification of the matter, the employee should contact the
head of Human Resources Brose Group. The matter will be
treated in the strictest confidence.
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600376-100 • j -10/12 • en
Brose Fahrzeugteile GmbH & Co.
Kommanditgesellschaft, Coburg
Ketschendorfer Straße 38–50
96450 Coburg
info@brose.com
www.brose.com