Code of conduct: Live responsibility

By complying with high standards and company values OXEA demonstrates that it is committed to acting as a responsible company in all of its corporate actions.

These standards and company values define the way in which we intend to achieve our goals. They create the foundation for OXEA being a trustworthy business partner, an attractive employer, and a good neighbor.

 

 

Our standards for all business activities:

  • OXEA considers itself as a dynamic competitor with a high degree of responsibility to its employees, customers, business partners and to the environment.
  • OXEA affirms that it will act consistently with the principles and management practices of Responsible Care and Sustainable Development.
  • OXEA is continuously improving its systems, work processes and procedures in order to improve the quality of its products and services and to comprehensively fulfill the requirements of its customers.
  • We strive to continuously increase the value of our company for the benefit of our employees and our stakeholders.
  • We are firmly committed to fair competition and do not tolerate any form of corruption. We treat competitors, as well as contracting parties, impartially, neutrally and with respect.
  • We obey all laws and rules which can be applied to our business activities.
  • We consider our employees and their positive collaboration with each other as our greatest form of capital.

 

The following company values are part of our daily life and form the foundation of all our actions:

  • No compromises concerning environmental protection, health, security and workplace safety - safety is our top priority.
  • Trust in the people at OXEA and in their work is a significant part of our daily interaction. We encourage good decisions and ideas. Wherever possible, employees ought to work independently and on their own responsibility. 
  • We treat all people with respect, honesty, and appreciation. We consider cultural differences to be a positive enrichment.
  • Communication is no one-way street: we are pragmatic, credible and we actively exchange information and knowledge among one another.

 

Our principles of conduct in the day-to-day business:

  • We obey all laws and internal directives that are applicable to the activities of our company. We do not conduct any activities from which we know or should know that laws or internal directives are being violated. 
  • We avoid situations that could lead to a conflict between personal interests and the interests of the company.
  • We adhere to socially accepted ethical principles in the workplace.
  • We operate with an integrated Management System which depicts the organizational structure, working processes and responsibilities among the individual departments.
  • It forms the core/basic documentation for certifications like EN ISO 9001, EN ISO 14001, as well as EN ISO 50001, GMP+ (for selected locations) and further significant standards for management systems.

 

OXEA management has to ensure that all employees are aware of these principles, understand and obey them. The responsibility for the implementation and compliance in the normal course of business is incumbent upon every individual employee and his or her respective supervisors.

The observance of the company´s values and principles constitutes an essential element for our success. As employees, we must therefore develop sensitivity towards every situation that could lead us to an illegal or immoral behavior or that contradicts our values. We must remain cautious to avoid such situations.

We have an obligation to report any breach of the Code of Conduct to the Compliance Council. (Contact persons and communication channels are listed in section 11 “Implementation of the Code of Conduct”). This duty to report a breach does not work to the detriment of an individual, nor will a member of management or supervisor be criticized for reporting breaches of the Code of Conduct even if they might lead to business losses. Any attempt to prevent an employee from fulfilling his or her duty to provide such information will be subject to disciplinary action.

Failure to comply with the Code of Conduct could cause severe damage to the company, lead to the loss of business and shed a bad public light on the company. Failure to comply with the behavioral code will not be tolerated in any way. Failure to comply with the Code of Conduct will most likely result in disciplinary/legal measures, which could even lead to the termination of employment. Illegal behavior can be prosecuted as a criminal offense.

We are clear on the fact that, in order to clarify certain facts of cases or to uncover possible breaches of law or internal directives, company internal investigations are necessary at times. Therefore, we are obligated to cooperate with, to not withhold any information from, and to not provide false or misleading information to the Compliance Council and others who have been commissioned by OXEA to conduct an investigation.

Whenever we receive information that might lead to the conclusion that a government agency or another authority has been commissioned to investigate the company, we will inform the legal department immediately; so that they can initiate appropriate legal proceedings.

We commit ourselves to loyalty to the company in all activities related to the corporation.
Conflicts of interest might occur when loyalty to the company is influenced by personal interests. Therefore, we pledge to avoid financial involvements and relationships that could interfere with our ability to act independently or in the best interest of the company.
If personal interests or circumstances could lead to a conflict of interests, we are obliged to inform the legal department immediately, in order to ensure that appropriate measures can be taken.

 

A conflict of interest can occur in the following situations:

  • when an employee or a member of an employee’s family possesses a significant (more than one percent) direct or indirect financial holding in a potential competitive organization, in a company with which OXEA does business or in a company that OXEA is interested in acquiring,
  • when an employee does business in the name of OXEA with another company where a relative performs a managing or representative function in which he or she could have direct or indirect effect on its business with OXEA,
  • when an employee abuses or misuses information that he or she received as a result of his or her employment, or
  • when an employee, one of his or her family members, or another person or group, including charitable organizations selected by the employee, accepts benefits like gifts or invitations.

 

Regarding gifts which are linked to activities within the company and which may be accepted from third parties, the following applies:

The amount of gifts of current or potential customers or suppliers ought not to exceed a value of € 100 (or the equivalent in the respective country´s official currency) per calendar year.
If it is clear that the gift’s donor would be personally offended or angered if you were to decline or return a gift, you can avoid a conflict by immediately informing your supervisor. In most cases, your supervisor will advise you to donate the gift or a check in the respective amount to a charitable organization that has been carefully selected by the company.  This process must be properly documented and the legal department must receive a copy thereof.
Concerning invitations to events, the following special arrangement applies: Together with the supervisor, it will be decided if participation in the event may be qualified as usual business and contributes to the preservation of an amiable business relationship. This process will also be documented and a copy given to the legal department.

OXEA obligates itself to protect the principles of equal opportunities and for creating a culturally diverse working environment.

OXEA is aware of the fact that its success depends on the competence and involvement of every single employee. For this reason, we will treat every employee with fairness and respect as well as advancing and challenging his or her responsibilities and abilities. OXEA respects the rights of its employees and is obligated to obey all laws that prohibit discrimination or harassment in the workplace on the grounds of race, ethnicity or national origin, religion, disability, age, sexual identity and gender. During the hiring process, the company determines the qualification of potential employees based on objective comprehensible criteria. When it comes to company internal promotions, further education, gratification as well as the termination of an employment relationship, OXEA obeys all relevant laws and human resource directives of the company.

Not only company internal communication but also communication with our business partners and the public relies on an open and trustworthy dialogue that is based on factual evidence. Within the company, members of management are responsible for communicating and encouraging the goals and values of OXEA. 

When using company communication devices, we should be conscious that written or verbal communication with the outside world can be interpreted as communication by OXEA.

We are clear on the fact that passing information about business activities of OXEA might have an impact on the company in general. If and to what extent information and disclosures pertaining to OXEA are provided to the press or trade associations is determined in the Directive “Communication”.

We pledge to ensure the health and safety of our employees and neighbors, and to protect the environment. This applies to all areas of the company with highest priority. For this purpose, we will take all reasonable measures necessary to ensure this and we adhere to the applicable rules, regulations, permits and administrative orders.

Protection of human life and environment

  • OXEA operates its production plants which work at the highest technological level, in compliance with all relevant laws, provisions and permissions.
  • OXEA manufactures products in accordance with all applicable legal requirements, especially with laws governing chemicals.
  • OXEA supports the initiatives of its employees in environmental protection and employee health, safety at work and the safety of plants through an ongoing dialogue as well as periodic training and continuing education. As employees, we are obligated to comply with the respective laws and permits.
  • OXEA will sensitize all employees to these topics and will increase the sense of responsibility of every single employee. We communicate all known risks connected to our products and processes to our employees and otherwise concerned persons.
  • OXEA has defined operational procedures that not only maintain a high safety standard but also serve to avoid environmentally harmful events. These are regularly reviewed, further developed and trained. Therefore, should an emergency occur, any negative impact on the health and safety of employees and neighbors as well as on the environment, can be minimized.
  • OXEA regularly records and evaluates safety and environment related consequences of its corporate activities, such as plant safety, process safety, the consumption of energy and resources, such as the influence on air, land and water as well as the impact of noise on employees and neighbors.
  • OXEA continually reduces any adverse impact of its corporate activities on the environment and human beings as allowed by the economically feasible deployment of the best available technology and energy efficiency, involving all of our employees in this effort.
  • OXEA regularly analyzes and improves its manufacturing processes, products and services.
  • OXEA takes all legal requirements concerning environmental safety, employee health and general safety into account when establishing new products and planning new plant facilities.

The public

In cooperation with all relevant persons and advisory boards of their facility locations,

  • OXEA works with all government agencies with openness and cooperation. This especially concerns all aspects of general safety, environmental protection, employee health and emergency management.
  • OXEA prizes trusting relationships and open communication with all neighbors, site companies, residents and municipalities surrounding its facilities.
  • OXEA regularly reports on the impact of its commercial business on human life and the environment at appropriate informational events and within its environmental reports.

Contractual partners

  • OXEA regularly evaluates relevant suppliers and contractors, incorporating criteria therein regarding environmental safety, employee health and security.
  • OXEA requires outside contractors to abide by at least the OXEA Group standards for environmental safety, employee health and security.
  • When it comes to questions of product safety, OXEA works closely with its business partners, e.g. transport companies, suppliers and customers, so that they, too, can meet all applicable requirements.

We protect the property and assets of OXEA, including (among others) finished goods, raw materials, equipment, facilities, intellectual property and internal corporate information. That means that we handle the company’s property with care and only use it to further the objectives of the company. We never use company property in a way that could damage or endanger OXEA or that would result in our own personal profit or advantage.

Computer systems/email/internet
We do not use the company’s computers and telecommunications equipment, including the telephone system, email system and internet access for job applications for other companies, or for other purposes that could lead to a conflict of interest or that could disturb the business operations of OXEA in any way. In the event that we do, on an exceptional basis, use the company’s computers and telecommunications systems for the purpose of private communication, we reduce the private use to a minimum and never use the systems for political purposes or such that harass others, spread racist or religious hate or that could cause violent or criminal activity or that are contrary to the generally accepted ethical principles of our society.

Intellectual property
OXEA respects intellectual property of others, especially patents. Neither OXEA nor its employees make copies of computer software programs or make otherwise unauthorized use of software that would result in a violation of copyrights or licensing agreements.

Internal information
We are obligated to protect all internal information and documents within our scope of responsibility. Confidential information includes all non-public information that could lead to a competitive disadvantage or other damage to OXEA, when published. We assure that all confidential information, may it be printed or in digital form, is stored in a safe place and cannot be viewed by an unauthorized person. We use confidential corporate information exclusively for purposes of the company. We principally transfer OXEA confidential information to others after the conclusion of a non-disclosure agreement only. We comply with the directive “Security of Information”.

Data protection
Corporate data and IT systems contain information about our employees, customers and other persons. Data protection laws which protect personal data and limit its forwarding, processing or storage, exist in many countries. As a corporation which feels obliged to protect its customers, employees and other persons, OXEA obeys all relevant data protection laws.

We pay close attention to diligent bookkeeping and make sure that financial information within the company, or when being released to the public, is rendered correctly and in accordance with the prevailing accounting regulations and the directive “Accounting”.

Orderly and correct bookkeeping, which properly reflects the business transactions and ownership structure of the company, is of high importance for the commercial decision making process and for the adherence to legal guidelines. We create transparency by presenting financial information in a clear, precise and understandable way.

Because of this,

  • all payments and transactions have to be authorized by management in accordance with the Authorization Matrix and require complete and timely booking while complying with all accounting regulations issued by the governing legislative body,
  • we establish no cash tills or bank accounts that are not documented in our books and do not transfer any company money to personal accounts or accounts that are unknown to the company,
  • we do not knowingly record incorrect transactions in the company books that are not in accordance with legal standards, generally accepted accounting standards and internal rules,
  • we regularly compare the itemization of company assets to the actual facts, and report losses immediately.

Some company documents, whether printed or in electronic form (including emails), have to be stored for a particular amount of time for evidentiary purposes, whilst other documents have to be destroyed regularly due to data privacy laws after a certain period of time.

Anyone who alters or destroys records that are of relevance to an ongoing or anticipated investigation by a governmental authority commits a criminal offense.

Because of this,

  • we store or destroy company documents only in accordance with the applicable laws and internal rules,
  • we do not change or destroy any company documents that are requested as a part of legal or governmental proceedings until the proceedings have been completed.

Corruption
In dealing with business partners (customers, suppliers, service providers, etc.) and governmental institutions, the interests of the company and private interests of the employees are strictly separated. All actions and (purchase) decisions are carried out devoid of extraneous considerations and personal interests. Corrupt behavior often results in heavy sanctions for the persons involved; such as

  • imprisonment and fines
  • personal liability for damages and/or
  • consequences in terms of employment law.

Companies which are involved in the corrupt behavior of their employees have to face severe economic disadvantages; such as asset forfeiture, damage claims or exclusion from the opportunity to bid on public and private business opportunities.

OXEA clearly takes a stance against corrupt behavior and does not tolerate it.

The respective applicable national anti-bribery laws have to be obeyed meticulously. Among other things, the following must be adhered to:

Criminal offenses associated with dealing with public officials
The granting of personal advantages (especially if monetary, like payments and benefits in kind) by employees to public officials (such as civil servants or employees in public service –politicians, party representatives, etc.) with the aim to explicitly or implicitly gain advantages for the company, oneself or third parties, is forbidden. In relation to public officials special care has to be taken since even small benefits could raise the impression of an inadmissible granting of advantage. Therefore it does not matter if the benefit was granted in order to contribute to a legal or illegal action of the public official. Moreover, it does not even matter if the benefit was granted before or after the desired act of the public official.

Criminal offenses in business dealings
Employees are not allowed to offer, promise, claim, grant or accept gifts, payments, invitations or the provision of services that are granted with the intent to influence a business relationship in an illegal way, or if there is a risk that the professional independence of the business partner could be compromised. When and to which extent such benefits might be granted or accepted, is ruled in the directive “Gifts”.

Behavior towards business partners
OXEA has made it its task to support fair trade and competition and to avoid conflicts of interest. Bribery and corruption or corresponding suspicions might arise in connection to benefits granted by third parties to OXEA and its affiliates. This could lead to substantial harm to the company. Hence, not only employees of the company but also contracting parties such as suppliers, trade representatives, distributors, authorized dealers, intermediaries or any such service providers (“suppliers and service providers”) should be included in the prevention of corruption. Thus, OXEA is keen on cooperating with business partners who commit themselves to fair competition.

Antitrust law
OXEA abides by the rules of free competition and commits itself to entering into contracts with business partners that are fair and comply with all applicable legislation.

Many countries have established local laws against restrictions of competition. We are committed to obey all laws for the maintenance of unimpaired competition that are applicable to the company.

Infringements of applicable laws may lead to severe consequences for the company and its employees. Companies and individuals who do not comply with antitrust and competition laws can expect severe penalties extending all the way to imprisonment. Above and beyond that, the company can be required to pay damages and might be barred from doing business.

Behavior towards competitors
When taking part in a meeting with competitors (e.g. events of a trade association), we consult our legal department as early as possible if any case of doubt might occur. Attempts of competitors to discuss or fix prices and sales terms, to divide markets, regions or customers or to boycott third parties, are illegal and strictly forbidden.

In order to avoid the slightest suspicion of any such activity, we refuse to talk to our competitors about sensitive topics or to exchange information about:

  • contracts with other customers (quantities, prices, discounts, payment conditions)
  • marketing strategies (prices, sales plans, allocations, advertising expenditures)
  • facility utilization
  • financial figures (revenue, margins, results)
  • purchasing strategies (selection of suppliers, purchase prices and conditions)
  • tenders (including the company´s intention to bid or not to bid on a certain contract or program).

We consult the legal department about any planned cooperation with other companies in the fields of research and development, procurement or production.

Relationship to customers and suppliers

The relationship of the company to its customers and suppliers is subject to a range of antitrust provisions. Especially the following types of arrangements must be coordinated with the legal department prior to their utilization:

  • Resale restrictions: Agreements between sellers and customers as to the price at which the customer may resell the product are strictly prohibited.
  • Resale restrictions which are not related to price – for example, customer and territorial restrictions – must be based on rational, justifiable reasons. They must not contradict the principle of free competition, too.
  • Exclusivity agreements: agreements which bind a customer to a single supplier, when purchasing a certain product or, vice versa, which bind the supplier to a single customer, can be illegal.
  • Bundling and tying: contracts by which the seller requires a customer to buy an additional product, which he is not otherwise willing to purchase, by declaring it as a precondition for the licensing, loaning or the selling of a certain product, can be illegal.
  • Most-favored nation or “meet-or-release” clauses.

As an international company, OXEA participates in foreign trade in a significant range. In this connection, our actions are subject to a multitude of provisions, especially in the fields of customs duty, export controls, trade agreements, taxes and transport. We adhere to all applicable international agreements as well as national laws and rules concerning the control of international trade and financial transactions.

Violations of these laws and provisions might result in serious criminal and civil consequences, eventually leading up to the loss of goods and to the limitation of import and export trading rights. We consult the export control agent concerning all transactions to which these laws could apply.

The following limitations to international trade and financial transactions may apply:

Sanctions, restrictive measures and embargos
As an economic measure – as opposed to a military measure – sanctions are used as a reaction to infractions of international law, violations of human rights and offenses against constitutional statehood and democratic principles within the framework of the joint foreign policy and security policy of the European Union and the United States towards countries, non-governmental entities/ organizations or individuals. In distinction from diplomatic sanctions, sports and culture boycott, relevant to us are financial and trade sanctions for diverse product groups. For this purpose, we check our products as well as our implemented technical know-how concerning potential sales prohibitions or restrictions. Likewise, we check all of our business partners by comparing their identity with the relevant international registries of banned companies. 

Restrictions relating to the transfer of chemical substances and other export controls
Whether a business transaction requires authorization or not usually depends on the respective product (or the implemented technical know-how), its destination, its intended use, its recipient and its final consumer. As a general rule, the processing, use and sale of chemicals and their corresponding technical specifications that could be used for developing chemical weapons or for the production of illegal drugs, are subject to numerous international agreements and national export controls. We commit ourselves to adhere to all provisions, license specifications and other directives as well as to obey all international agreements pertaining to chemical materials, chemical weapons and other multipurpose materials and materials that could be deployed for the production of weapons.

This Code of Conduct is subject to a continuous, at least annual review by management.  OXEA informs its employees about the validity and the content of this Code of Conduct. Our managers are expected to acquaint all employees in a proper way with this Code of Conduct. The Code of Conduct is available for all employees to view on the intranet or in print version. All new employees receive this Code of Conduct in print when taking up their duties.

If questions in connection with this Code of Conduct might arise or whenever there is a violation of the Code of Conduct which has to be reported, all members of the Compliance Council are at your disposal; especially

  • the member of the Compliance Council who is responsible for the affected division
  • the General Counsel
  • the Director Environmental, Health, Safety,
  • the member responsible for internal audit

Contact information for the members of the Compliance Council is provided on the intranet.

 

Besides this, OXEA provides the opportunity to its employees to contact a Compliance-Hotline via email oxea.compliance@wwwmailer.de as well as by telephone 00800/80050606, whenever questions or the need for a report of a violation of the Code of Conduct might arise. In any such case, the law firm SBR Lawyers in Dusseldorf, Germany, receives the report and is responsible for recording the notification and forwarding it to the General Counsel in anonymous form.

Employees, who report a suspicion of misconduct in good faith, have no reason to fear any negative consequences. It is sufficient that, at the time of the report, the employee is convinced of the fact that his or her report reflects the truth.

The notification system may not be misused in order to deliberately pass on false information.