Article IV - Pivovary Topvar

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Appendix
to the Contract ................................................, No.
(hereinafter „the Contract“)
dated
Agreement on Code of Ethics
Article I
Preliminary provisions
This Agreement sets out principles and values recognized by brewing group SABMiller that is also
formed by Pivovary Topvar, a.s., and Pivovary Topvar, a.s. fully identifies with them.
In its companies SABMiller has introduced the most demanding standards through which it pursues
quality, integrity, openness, honesty and responsibility in behaviour among individual companies, the
group as a whole, as well as employees. Strict rules form an integral part of the process, and constitute
clear and wilful determination to act under any circumstances in order to make such pursuance ethical
and correct, resulting in benefits in Partners’ relations. Mutual benefits as a result of honest and ethical
behaviour, since ethics is about doing the right things, give partners a feeling of satisfaction and
confidence in the demanding market environment and become a benchmark of their pursuance.
Article II
Basic terms
For the purpose of this Agreement each of the following terms has the meaning that is set out below.
Contractor refers to any persons or entities that supply services or products to Pivovary Topvar, a.s.
and/or products of commercial value, or whom the company is obliged, i.e. a party set out in the
Contract, e.g. as a contractor, seller, provider, advisor, agency, governing authorities or others
(hereinafter the Contractor)
Customer refers to Pivovary TOPVAR, a.s. (hereinafter the Customer).
Contractor and Customer are further referred to as Partners.
Employees refer to a physical person employed by the Customer and/or the Contractor and the
Subcontractor to the Contractor as well, while the terms Subcontractor refers to the entity that supplies
any goods, work or services to the Contractor with respect to the subject matter of the Contract
regardless its legal title.
Article III
Code of Ethics
A: Customer to Contractor
Relations with Contractors are based, built up and maintained always on the partnership basis with
respect to long term cooperation, mutual trust, respect and bindingness, thereby they offer the
atmosphere of openness as well as a room for a constructive dialogue in order to achieve balance of
interests of both parties.
Achieving maximum performance in contact with Contractors, contractual partners and all partners is
a criterion of Customer’s pursuance in order to be permanently perceived as a good and reliable
partner not only in domestic environment but also in the world.
Obviously, the Customer appreciates any Contractor, anyone gets an equal opportunity to compete for
cooperation with the Customer’s company and the Customer deals with anyone on a professional basis
and independently, respecting their legitimate pursuance.
The customer shall consider any information on Contractors as confidential unless the Contractors
themselves decide otherwise on confidentiality.
The customer shall observe legal rules with no exception and the same is expected from their business
partners.
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Performance based on contractual relations - goods and services – are provided with respect to the
price, quality, availability, terms and service.
When the Customer deals with its other business units or its clients, such transactions are consistent
with market conditions and legal environment.
The Customer’s employees responsible for contact with Contractors and clients must not give the
impression that they can influence any Customer’s decision in an inappropriate manner. Any real or
apparent conflicts of interests in the process must be immediately notified in order to prevent them in a
timely manner. Any information related to deliveries for the Customer are subject to the regulations
with respect to proprietary and confidential information and can be shared only internally among the
employees who have been delegated by an authorized employee and should not be consulted outside
the Customer unless exception was made. Any communication of information on Contractors and
distributors must comply with the internal regulations and instructions and legal regulations of the
Customer.
The Customer’s purchase force must not be abused for personal benefit. Equally, requesting or
receiving various privileges or delights from the Customer is unethical.
The concept of ethical behaviour of the Customer is irreconcilable, especially, with illegal influencing
of employees who have decision power in companies, authorities or public institutes in the way that an
employee will offer, promise or provide them with any privileges. Similarly, it is forbidden to request,
receive or promise such privileges in business contact from any third persons.
The Customer shall make payments to Contractors in a timely manner.
Good financial situation of Contractors is an important aspect for choosing a Contractor and
concluding contracts with them.
B: Contractors to Customer
If required, Contractors and service providers have to observe Customer’s regulations and are obliged
to conceal relations with the Customer unless the Customer approves them through an authorized
person.
Any Contractors are obliged to observe current laws banning discrimination and satisfy conditions for
Customer’s Contractors. Relations can be also conditioned by other restrictions and obligations
pursuant to safety regulations and laws.
In terms of following the Code of Ethics the Contractors shall, especially:
- make every effort to deliver to the Customer products and services of acceptable quality
corresponding with agreed parameters, at a competitive price and within the agreed delivery date,
- guarantee the delivery of quality and safe products,
- act honestly and adhere to Customer’s ethical principles,
- not abuse their possible dominant position on the market and restrict the business in any way,
- be approachable to possible suggestions that may improve delivered products or services,
- not sabotage any selection processes by illegal tactics or by bribing the people involved in such
selection process no matter which side they are on,
- adhere to legal rules with no exception,
- not request from Customer’s employees any secret information, confidential internal information
or otherwise sensitive information,
- not make any personal payments or provide any form of personal compensations to Customer’s
employees in order to win a contract or shall not take any other similar steps in relation to the
contract or for other reasons. Such actions may be considered as bribery and corruption under
some circumstances,
- provide services and deliveries of goods in a timely manner according to agreed dates and shall be
aware of the fact that long delays put Contractors in an unfavourable light and such Contractors
are not acceptable for the Customer.
Unless any Contractor, contractual partner or advisor adheres to the Code of Ethics, they shall be
aware of the fact that their pursuance will be immediately notified by the relevant employee to their
superior who will then notify the Contractor’s management of a breach of conditions and will require
correct remedy. Unless the Contractor pursues such remedy, the Customer will give up the cooperation
with the Contractor or another entity and draw any contractual and legal consequence from the
situation.
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C: Contractor to third persons
Contractor is obliged not to do, offer, require or accept any bribes (undue payments or other material
or immaterial undue benefits) in case he acts for/ in favour of/ to support/ in accordance with the
interest of/ in order to perform for the Customer.
D: Partners together
In terms of the Code of Ethics, truthfulness, honesty, sticking to principles, equality, being transparent,
and solidarity are important for the Partners in their mutual relations. Adherence to laws is obvious for
them.
They respect the rules of ethical behaviour that are essential principles for them in their daily business
or other activities.
Partners feel strongly about good relations with the public, clients and the entire neighbourhood
because they realize that only in a sound business environment their activities can succeed.
It is obvious for the Partners to observe any agreed contractual obligations, and if due to extraordinary
circumstances they cannot fulfil agreed obligations, they immediately inform their Partners of the
incurred situation with the goal to look for alternative solutions and procedures.
The Partners know that unethical behaviour may lead to fraud, bribery and corruption, therefore, they
shall not tolerate any forms of unwanted influencing, instigation, bribery or any other unethical
behaviour and, therefore, they will immediately inform of any suspicion of unethical behaviour under
the condition of strict confidentiality of information.
Contractual relations of Partners are based on the quality of services, adequate prices and availability.
The Partners affirm that they are in favour of behaving fairly towards any competition and they
support free competition because it is an integral part of market economy and encourages
effectiveness, economic development and innovation.
The Partners will make every effort to conclude contracts only with the Contractors that observe
international human rights, laws and procedures of environmental protection. They are obliged to
monitor ethical behaviour of their Contractors and take immediate and consistent steps in case the
ethical behaviour of their Contractors is in doubt.
Article IV
Final provision
The Partners are responsible for observance and adherence to the Code of Ethics regardless the
principles are violated by the Partners themselves (including their employees) or their subcontractors
or subcontractor’s employees, or any third persons used while performing the Contract of which the
Code of Ethics is an integral part.
Veľký Šariš,
............................................................
Pivovary Topvar, a.s.
............................................................
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