Ethical Standards Policy
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Statement of Policy
All GKN employees are expected to maintain high standards of integrity, honesty and fair
dealing and to conduct themselves at all times so as to avoid actions which may adversely
impact the interests or good standing of GKN or any of its subsidiaries or associated
companies.
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General Principles
1.
All business must be conducted with respect for human dignity and rights and in
accordance with the laws and regulations of the country in which the Division and/or
its companies are situated and, where applicable, in accordance with the laws and
regulations of all other countries in which they do business.
2.
Corrupt practices of any kind will not be tolerated and no bribes or similar payments
may be made to or accepted from any party.
3.
All commercial transactions (including payments and benefits) must be properly and
accurately recorded.
4.
Company assets and confidential information must be fully protected in accordance
with established procedures. In particular such assets and information must only be
used for the purposes for which provided or supplied (where supplied by a customer
or third party) and must not be used by employees for personal gain.
5.
Gifts, corporate hospitality, donations and similar payments may only be made or
received (as applicable) in accordance with GKN's Corporate Hospitality Policy
(which is attached as Appendix 1 to this Policy).
6.
Employees must be made aware of and avoid conflicts of interest in their business
relationships and personal activities. Possible conflicts could arise from areas
including issues of share ownership, direct or indirect personal interest in contracts,
seeking or accepting gifts or entertainment other than in accordance with GKN’s
Corporate Hospitality Policy, employment with another organisation or use of
confidential information.
7.
Sales agents and consultants and similar advisers may only be appointed in
accordance with GKN’s Sales Agents and Consultants Policy (which is attached
as Appendix 2 to this Policy) and paid for services rendered at a rate consistent with
the value of those services.
8.
Facilitation payments, made to facilitate or speed up official or governmental
procedure or actions, are likely to be considered as bribes. Consequently such
payments should not be made unless specifically permitted under the applicable
local laws or regulations. Any such prohibited payments which are made under any
form of duress must be promptly reported to the duly authorised Executive of the
applicable GKN company.
-1-
2011
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Practice
Each company must nominate an appropriate Executive or group of Executives acting
together for the purposes of: (1) advising and assisting employees whenever ethical
questions arise and overseeing compliance with the Ethical Standards Policy, the
Corporate Hospitality Policy and the Sales Agents and Consultants Policy, and (2)
determining whether or not a conflict of interest exists in a given situation.
All GKN companies must provide a procedure requiring employees to report possible
conflicts. This must clearly state that it is the responsibility of each employee who thinks
that any action which he or she has taken, or is instructed to take, might result in a breach
of ethical principles or a conflict of interest, or who becomes aware of a situation which
raises a reasonable question of such breach or conflict, to report the facts to his or her
manager and to seek guidance, if necessary, from the nominated Executive(s).
Alternatively, an employee is able to report any such possible conflicts in accordance with
the procedures referred to in the Employee Disclosure Policy.
All invitations to accept a bribe or any proposal or suggestion of such a nature must also be
reported immediately to the nominated Executive(s).
All GKN companies must provide appropriate training for its employees in connection with
this policy on a continuing basis.
This Policy must be read in conjunction with the GKN Code, the other GKN Policies and the
requirements regarding their implementation.
-2-
2011
Appendix 1
Corporate Hospitality Policy
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Statement of Policy
All GKN companies and their employees must conduct business in a competitive and fair
manner, and must comply with the following general principles when determining whether
to accept or offer any gifts, corporate hospitality, donations or other similar payments.
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General Principles
1.
No gifts, entertainment, hospitality or donations shall be made or accepted by any
employee in circumstances where it could be regarded as likely to influence the
outcome of any business transaction or impact upon an employee's business
judgement.
2.
Under no circumstances must any employee, in or relating to the course of his/her
employment, accept or offer personal services, or any gifts of cash or cash
equivalents (such as bank cheque, vouchers).
3.
Business-related gifts, entertainment or hospitality (such as lunch, dinner, sporting
events) may only be permitted where:
4.
•
it is infrequent, reasonable, proportionate and of modest value (see para 4
below);
•
in the case of entertainment or hospitality, the provider of the entertainment
or hospitality is present; and
•
it is not otherwise prohibited by this policy, the GKN Code or any other GKN
Group policy.
Business-related gifts with a value of less than £50 (or local currency equivalent)
and entertainment or hospitality with a value of less than £250 (or local currency
equivalent) may be offered or accepted without the prior approval of the employee's
line manager, subject to the principles in 3.
Business-related gifts with a value between £50 and £250 (or appropriate local
currency equivalent) and entertainment or hospitality with a value between £250
and £500 (or appropriate local currency equivalent) must not be offered or accepted
without the prior approval of the employee’s line manager.
Business gifts and entertainment or hospitality in excess of £250 and £500,
respectively, must not be offered or accepted without the prior written approval of
the duly authorised Executive of the applicable GKN company.
The offer or provision of a gift, entertainment or hospitality to an associated family
member of the provider or employee of any value requires the prior written
approval of the duly authorised Executive of the applicable GKN company.
5.
No gifts, entertainment or hospitality shall be made to or accepted from public or
government officials without prior approval of a duly authorised Executive of the
applicable GKN company.
-3-
2011
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6.
No GKN company, nor any employee in or relating to the course of his/her
employment, shall make any payment or other contribution to any political party,
political office holder or candidate.
7.
Charitable donations by GKN operating companies may only be made where:
•
the donation is made in compliance with applicable laws;
•
the donation is not made to secure an improper business advantage; and
•
the donation is made to a properly established charity and there is a valid
charitable purpose for the donation.
8.
Promotional expenditure should seek to improve the image of GKN as a commercial
organisation, to better present its products or services or establish cordial relations.
The provision of promotional items such as T-shirts, calendars, pens and other such
similar items of modest value is permissible. Any other promotional expenditure
(including sponsorship) must be reasonable and proportionate and the prior
approval from the duly authorised Executive of the relevant GKN company must be
obtained.
9.
No offers of sponsorship shall be provided without the prior written consent of the
duly authorised Executive of the applicable GKN company and any use of the GKN
trademarks must be referred for approval to the Head of Intellectual Asset
Management.
Implementation
Each GKN company must appoint an appropriate Executive to whom employees can seek
approval for gifts, corporate hospitality, sponsorship and other promotional expenditure as
envisaged by this policy.
Each GKN company must retain a register and record within it any gifts and hospitality in
excess of £50 and £250 respectively that are given and accepted, and all gifts and
hospitality of any value that involve public or government officials, and which shall be
monitored by the applicable GKN Executive(s) referred to below.
The appropriate Executive or group of Executives set up by each GKN company for the
purposes envisaged by the Ethical Standards Policy shall also be responsible for
monitoring and implementing this policy, and where appropriate seeking guidance from
nominated executives at GKN Group Headquarters on any issues arising in connection with
this policy.
Notes:
(i) The amounts referred to in 4 above apply to GKN companies based in the UK;
appropriate local currency amounts will apply to non-UK companies and these will be
advised by the relevant Divisional HR Director.
(ii) Non UK companies are permitted to align their practice and procedures with local
custom and practice where this differs from the General Principles above provided that
at all times they comply with the General Principles of the GKN Ethical Standards Policy
and in particular the laws and regulations of the countries in which they do business.
-4-
2011
Corporate Hospitality Policy
Local currency equivalents
COUNTRY
CURRENCY
LOWER LIMIT
MID LIMIT
UPPER LIMIT
UK
GBP
50
250
500
Argentina
Australia
Austria
Belgium
Brazil
Canada
China
Colombia
Czech Republic
Denmark
Finland
France
Germany
India
Italy
Japan
Malaysia
Mexico
Netherlands
Norway
Poland
Portugal
Romania
Russia
Singapore
Slovenia
South Africa
South Korea
Spain
Sweden
Switzerland
Taiwan
Thailand
Turkey
Uruguay
USA
ARS
AUD
EUR
EUR
BRL
CAD
RMB
COP
CZK
DKK
EUR
EUR
EUR
INR
EUR
JPY
MYR
MXN
EUR
NOK
PLN
EUR
RON
RUB
SGD
EUR
ZAR
KRW
EUR
SEK
CHF
TWD
THB
TRY
UYU
USD
150
80
55
55
65
80
250
75,000
700
450
55
55
55
1,800
55
6,000
125
500
55
500
200
55
125
1,250
100
55
250
50,000
55
550
80
2,500
1,250
60
1,500
80
750
400
275
275
325
400
1,250
375,000
3,500
2,250
275
275
275
9,000
275
30,000
625
2,500
275
2,500
1,000
275
625
6,250
500
275
1,250
250,000
275
2,750
400
12,500
6,250
300
7,500
400
1,500
800
550
550
650
800
2,500
750,000
7,000
4,500
550
550
550
18,000
550
60,000
1,250
5,000
550
5,000
2,000
550
1,250
12,500
1,000
550
2,500
500,000
550
5,500
800
25,000
12,500
600
15,000
800
These limits apply per person per hospitality event/gift.
These limits apply to the country in which the hospitality event takes place.
-5-
2011
Appendix 2
Sales Agents and Consultants Policy
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Statement of Policy
All GKN companies must comply with the following general principles when appointing
sales agents and consultants.
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General Principles
1.
Properly documented due diligence must be undertaken (eg obtaining appropriate
and satisfactory references, making enquiries of local chambers of commerce
and/or business associations) prior to any commitment being entered into.
2.
There must be a written agreement setting out all the terms which must be available
for audit if necessary.
3.
The commissions and/or fees provided for in the agreement must be reasonable in
the context of the products involved and the services to be rendered.
4.
The appointment and contractual arrangements with the sales agent and/or
consultant must be legal under the laws of the country in which the parties to the
agreement are domiciled and those of the country in which the services are to be
performed.
5.
There must be clear provisions governing the period of the contract, its termination
and the respective parties' rights on termination.
6.
The contract must also require the sales agent/consultant to comply fully with GKN's
Ethical Standards Policy, failing which GKN can terminate the contract.
7.
No payments may be made other than in accordance with the contract.
8.
No payments may be made in cash.
9.
Properly documented and appropriately detailed financial records should be
maintained for all transactions.
10.
Before contracting with a sales agent or consultant, take appropriate steps in order
to eliminate risks of corruption, including:
•
•
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making them aware of GKN's Ethical Standards Policy
ensuring that sales agents and consultants themselves have anti-corruption
policies and procedures in place, and requiring them to ensure that their subcontractors comply with similar policies and procedures.
Implementation
Each member of the Executive Committee of GKN plc is responsible for ensuring that this
Policy is adhered to in his or her area of responsibility, that appropriate procedures are in
place for ensuring that it is complied with and for making an annual report to the Audit
Committee of GKN plc to this effect. Where projects have to be signed off by the Group
Chief Executive or the Board of GKN plc a statement that this Policy has been complied
with must be contained within the project proposal.
-6-
2011