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 matters of business:

  • OXEA considers itself to be a dynamic competitor, with a high degree of responsibility to its employees, customers, and the environment.
  • OXEA abides by the principles and management practices of Responsible CareTM and Sustainable Development.
  • OXEA is continuously improving its systems, working processes, and procedures in order to improve the quality of its products and services and fulfill the requirements of its customers and stakeholders.
  • We strive to continuously increase the value of our company for the benefit of our employees and our stakeholders.
  • We consider our employees and their positive collaboration with each other to be our greatest form of capital.

 

The following company values see us through our daily work and are a foundation for all of 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 cooperation with each other. We encourage judicious decisions and ideas. In appropriate circumstances, employees should be prepared to act independently and take personal responsibility for their actions.
  • We treat all people with respect, honesty, and appreciation! We consider cultural differences to be a positive enrichment of the working environment.
  • Communication is not a one-way street: we are pragmatic, credible, and we actively exchange information and knowledge with one another.

 

Our principles of conduct in the daily workplace:

  • Adherence to legal requirements and internal guidelines – We adhere to all laws and requirements that are applicable to the activities of our company. We do not conduct any activities where we know, or should know, that laws or internal guidelines are being violated.
  • Loyalty – We avoid situations that could lead to a conflict between personal interests and the interests of the company, and take no action that could be potentially damaging to the company.
  • Observance of ethical principles – We adhere to socially accepted ethical principles in the workplace.
    These pertain to ethical and moral human behavior in various situations.

We must remain cautious to avoid such situations that could lead to illegal or immoral behavior or that stand in opposition to our values. We have an obligation to report any and every possible breach of the Code of Conduct to the Compliance Council or to the OXEA Whistleblowing Hotline, either by email oxea.compliance@wwwmailer.de or by phone using the international toll-free number 00 800 / 800 50 606. Both email and phone number are operated by an external provider. All incoming reports will be anonymized and distributed to the General Counsel.

 

The following will more comprehensively describe these principles.

OXEA management must ensure that all employees be aware of, understand, and adhere to these principles. Compliance and the responsibility for their implementation in the everyday workplace is the responsibility of every individual employee and his or her respective supervisor.

Observance of the company’s values and principles is a substantial component of our success. As employees, we must therefore develop sensitivity toward situations that could lead to illegal or immoral behavior or that stand in opposition to our values.

The report should be made regardless of the position of the person being responsible for the matter of non-compliance. All such reports will be promptly investigated. All information about the identity of the employee who makes the report shall be kept confidential unless otherwise required by law.

Any employee who reports a matter of non-compliance pursuant to this Code of Conduct shall not be retaliated against or adversely treated because of the making of the report. Any attempt to prevent an employee from fulfilling his or her duty to supply information will be considered a breach of company policy.

Failure to comply with the Code of Conduct could lead to severe damage and loss of business to the company, and put the company in a bad public light. 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 include disciplinary/legal measures, which could possibly even lead to the termination of employment. Illegal behavior can be prosecuted in a court of law.

We commit our complete loyalty to the company in all activities related to the company.

Conflicts of interest can occur when loyalty to the company is influenced by personal interests. For that reason, we pledge to avoid financial involvement and relationships that could interfere with our ability to act impartially, in other words, our ability to make decisions in the interest of the company.

Should personal interests or circumstances lead to a conflict of interest, we are obligated to inform the legal department or the responsible person of the Compliance Council of this immediately, in order to ensure that appropriate means can be undertaken for the protection of the company and the employee.

 

A conflict of interest can occur in the following situations:

  • when an employee or a member of an employee’s family possesses a significant (over one percent) direct or indirect financial holding in a competitive organization, or in a company with which OXEA collaborates, or in a company that OXEA is interested in acquiring; 
  • when an employee does business with another company in the name of OXEA where a relative performs a managing or representative function in which he/she could have direct or indirect influence on its business with OXEA; 
  • when an employee uses information that he/she received within his or her company activity for the employee’s personal interest; or 
  • when an employee, one of his or her family members or another person or group, including charitable organizations, selected by the employee, accepts beneficial gifts or offerings of entertainment from a current or future supplier or customer. This effectively means that we only accept such gifts or offers (in both the areas of goods and services) that are consistent with conventional business practices.

In other words:

  • the discounts or gifts are consistent with societal standards and/or locally applicable guidelines;
  • the value of a single gift, invitation or entertainment offer is marginal;
  • gifts are not accepted often or on a regular basis; and
  • they would in no way negatively influence the company’s public image should they be made public.

 

Value of individual gifts

We only offer or accept business courtesies, such as entertainment, meals and gifts, where they are modest in amount and do not influence or even appear to influence business decisions. This also applies to gifts, meals or entertainment given or accepted at business events or conferences. 

If inappropriate gifts cannot be tactfully refused, the Compliance Council must be informed thereof and take receipt of these gifts in order to decide on the further treatment. 

The offering or acceptance of cash or cash equivalents is inappropriate in all respects.

OXEA’s guideline for entertainment, gifts and invitations shall apply. In case of doubt, you are requested to consult the responsible person of the Compliance Council or the legal department.

The company is responsible for preserving the principles of equal opportunities and for creating a culturally diverse working environment. Germany’s General Equal Treatment Act (or AGG) is a high priority. Please consult the designated employee for questions concerning the AGG. Similar rules apply under US law.

OXEA is aware that its success depends on the competence and involvement of each and every 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 in accordance with the highest of professional standards. Above and beyond that, OXEA respects the rights of its employees and is obligated to comply with all laws that prohibit discrimination or harassment in the workplace on the grounds of race, skin color, religion, gender, nationality, sexual orientation, age, physical or mental condition or family status. During the hiring process, the company determines the qualification of potential employees based on objective, justifiable criteria. The rules prohibiting discrimination apply equally to company decisions with the respect to internal promotions, furthering education, compensation, and termination of the employment relationship.

OXEA is committed to offering high quality working conditions in line with the standards of human rights and labor organizations as outlined by the International Labor Organizations (ILO) Conventions. In particular these standards include that OXEA: 

  • does not employ any children under 16 years of age. If local law stipulates a higher minimum working age or mandatory schooling until a certain age, such higher age shall prevail.
  • is strictly opposed to any forced or compulsory labor in all forms.
  • is committed to provide a safe and healthy working environment, and respects the trade unions and the right of workers to bargain collectively. OXEA ensures that union representatives are not discriminated against.

Communication

Not only company internal communication, but also the communication with our business partners and the public relies on open and trusting 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 modes of communication, it should be known that any kind of written or verbal communication with the outside world will be interpreted as communication of the company OXEA.

 

Customers/suppliers

Customers are the foundation of our existence. Our ability to compete is based on the quality of our products, a fair price, the services that we provide, and the competence and honesty with which we conduct our business relationships. We select our suppliers by considering objective criteria such as performance, quality, integrity, reliability, ethical principles, reasonable prices, and the suitability of their products and services.

We provide our customers and suppliers with correct, clear, and coherent information while adhering to ethical standards, established business practices and legal requirements.

Should we at any point determine that OXEA is treating its business partners dishonestly or is being treated by a business partner in an illegal or unethical way, we will immediately inform the internal legal department.

 

Public relations

It is clear to us that information concerning the operations of OXEA, when released to the public, can have a detrimental impact on the company. For this reason, we as a rule only provide representatives of the media and the public with information pertaining to OXEA when the company has explicitly authorized us to do so. When a third party, e.g., a representative of the press, asks for information or a disclosure pertaining to OXEA, we refer them to the company communications department.

 

Investigations

It is clear to us that company internal investigations are sometimes necessary in order to clarify certain facts or to uncover possible failure to comply with laws or internal regulations. For this reason, we are obligated to work actively with, to not withhold any information from, and to not provide false or misleading information to the internal legal department, and others who have been commissioned by OXEA to conduct an investigation. If we are ever to receive information implying that a government agency, legislative body, or any other authorized organization has been commissioned to investigate the company, we will immediately inform the legal department so that it can initiate the appropriate legal steps. In addition, a member of the Compliance Council is to be informed without delay.

 

Data security and the obligation to preserve confidentiality

Data and IT systems belonging to the company contain vital information as to our employees, customers, and other persons. In many countries, laws for the protection of data exist that protect personal information and forbid its transmission. As a company that takes responsibly for the protection of its customers, employees, and others, OXEA works to comply with all data security laws and avoids the non-authorized transferal of personal information. If any doubt should occur as to whether or not information may be transferred, we first consult the company’s legal department before we transfer, request, save, use, change the intended purpose, forward or deal in any other way with any personal information concerning an employee (e.g., employee illness), or information as to individual customers. This also applies to the establishment or updating of systems, processes, or procedures.

We pledge to secure the health and safety of our employees and neighbors and to protect the environment. This applies to all areas of the company. We will adopt all reasonable measures necessary to ensure this, and will adhere to the applicable rules and regulations of the relevant governmental body; as well as the demands placed on us by regional or state agencies.

 

Protection of human life and the environment 

  • OXEA sets high safety standards for its production facilities that comply with all relevant laws and requirements and that operate at the highest technological level practical. This serves to protect our employees, neighbors, and the environment. 
  • OXEA supports the initiatives of its employees in environmental protection and health, working to continuously improve the safety of the office and plant, and improve quality through ongoing dialogue as well as periodic training and continuing education. The EHSA guidelines are described in detail in the directive regarding quality, environmental protection, work safety, and health safety. As employees, we are obligated to comply with the respective requirements of our local governments and of OXEA. Should we notice any problems in the area of environment, safety, or health, we will contact the EHSA department or the internal legal department. This duty to furnish information will be of no disadvantage to us, rather just the opposite: in some cases, it is an infringement of the law to not immediately report information regarding a danger to the environment, health, and/or safety. 
  • OXEA strives to sensitize its employees to these topics and to raise the individual sense of responsibility of each employee. Any risks associated with our products and/or processes that we are aware of are communicated to our employees and all other affected persons. 
  • OXEA has defined operational procedures that not only maintain a high safety standard, but that also serve to avoid or limit environmentally harmful events. These are regularly reviewed, further developed, and are dealt with in employee training. 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 the safety and environmentally related consequences of its corporate activities, such as plant safety, process safety, the use of energy and resources (i.e., the influence on air, land, and water) as well as the impact of noise on employees and neighbors. 
  • OXEA continually minimizes the adverse impacts of its corporate activities on the environment as allowed by the use of the best possible, economically justifiable technology available, thereby involving all of our employees. A significant cornerstone of this is our focus on plant safety.
  • OXEA regularly analyzes and improves its manufacturing processes, products and services. This takes place in our daily work, in special projects, or by way of an audit. 
  • OXEA takes all of the demands of environmental safety, general safety, security, and quality into consideration 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 trustworthiness. This especially concerns all aspects of security, environmental protection, safety, and emergency management.
  • OXEA prizes trusting relationships and open communication with all neighbors, residents, and parishes surrounding its facilities.
  • OXEA regularly releases, in the context of discussions, informational events, and within its environmental reports, the results of its record keeping and evaluations of the impact of its commercial business on human life and the environment.

 

Contractual partners

  • OXEA regularly evaluates all suppliers and contractors, incorporating criteria therein regarding environmental safety, general safety, security, and quality.
  • OXEA requires outside companies performing under our contract to abide by the OXEA Group standards for environmental safety, general safety, security, and quality.
  • OXEA works closely together with all business partners, e.g., transport companies, suppliers, and customers, concerning questions of product safety, so that they, too, can fulfill the formulated requirements.

 

Management system

  • OXEA has implemented its Integrated Management System (IMS) in order to ensure compliance with all relevant legal requirements and standards.
  • OXEA considers its emergency management system to be a significant part of IMS. That way, in the event of an emergency, any detrimental impacts on human life and the environment can be avoided or minimized.
  • OXEA uses the Integrated Management System to support it in fulfilling the demands of the international standards DIN EN ISO 9001 and 14001.
  • OXEA requires all employees to abide by these policies.
  • OXEA regularly audits the Integrated Management System in all sectors of the company. The audits review the degree of implementation and the degree of efficiency, as well as ensuring continual further development in compliance with requirements.
  • Furthermore, OXEA conducts regular checks to examine the degree to which legal, facility-based, and the company’s internal requirements are being fulfilled.

The management of the OXEA Group is responsible for the definition, implementation, and physical form of the here-mentioned policies concerning environmental safety, general safety, security, and quality.

Our employees and our contractual partners are responsible for the task of applying these policies to their everyday work.

We protect the property and assets of OXEA, including (among others) finished goods, raw materials and equipment, facilities, literary and intellectual property, and internal corporate information. This means that we handle the company’s property with care and use it only for legal and morally correct purposes. We never use the company’s property in a way that could damage or endanger OXEA, or in a way that would result in our own personal profit or advantage. The same policy also applies to the personal manpower of each and every employee of the company.

 

Computer systems/email/internet

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

 

Computer software

Neither OXEA nor its employees make copies of computer software programs or make otherwise unauthorized use of the software that could potentially violate copyright laws or license agreements.

 

Internal information

OXEA is committed to protecting its investments in the area of production and marketing, trademarks, copyrights, product design and our own know-how. OXEA likewise respects the intellectual and literary property of others, including software licenses. We only transfer OXEA intellectual property to others after consulting our internal legal department or one of the external legal consultants that has been granted power-of-attorney by OXEA. In the event that we observe improper handling of company secrets, OXEA internal information or confidential information belonging to other parties, we will inform the legal department or a trusted third party of our choice.

 

Confidential information

We are obligated to protect all corporate or personal information and documents within our area of responsibility. Confidential information includes all non-public information that could be used by competitors or that could damage OXEA should it be released to the public. We assure that all confidential information, whether in print or digital form, is stored in an adequate and safe place and cannot be viewed by unauthorized persons. We use confidential or personal information concerning the company for business purposes only. When we have access to confidential information that is provided by a co-worker, we forward this information only to those persons – including other OXEA employees – that have been authorized by the aforementioned co-worker, or to those persons required by law or other company regulations

We take all necessary measures to prevent the unauthorized use or theft of company property, take care in accurate bookkeeping, and make sure that financial information within the company or being released to the public is correctly represented. We store or destroy company documents in compliance with the “Guideline for Information Security”.

 

Financial integrity

Orderly and correct bookkeeping, which properly represents the business transactions and ownership structure of the company, is of high importance for the commercial decision-making process and for adherence to legal guidelines. We take efforts to further improve the transparency of our company in that we present financial information in a clear, precise, and understandable way. Because of this:

  • all payments and transactions must be authorized by management and require complete and timely booking while complying with all accounting guidelines issued by the governing legislative body;
  • we establish no cash tills or bank accounts that are not documented in our books and transfer no company money to personal accounts or accounts that are unknown to the company;
  • we do not knowingly record incorrect transactions or mock-bookings in the company books that are not in accordance with legal standards, nor do we make incorrect declarations in in-house or external reports, in notes, or other forms of communication (including telephone and electronic media); and
  • we protect the property of the company, regularly compare the itemization of company assets to the actual facts, and report losses immediately.

 

Storage of documents

Some company documents, whether they are in print or electronic form (including emails), are required by law to be stored for a particular amount of time; other documents, on the other hand, must be regularly destroyed due to confidentiality rules or storage reasons. Anyone who changes or destroys records that are relevant for an ongoing or threatened legal or governmental investigation is liable to prosecution. Because of this:

  • we store or destroy company documents only in accordance with the applicable guidelines and regulations;
  • we do not change or destroy any company documents that are requested as a part of a legal or governmental inquiry or as part of preliminary proceedings until the process has concluded;
  • we consult the legal department with critical questions concerning the storage or destruction of documents; and
  • we will always comply with the wording and intent of all OXEA requirements as to proper bookkeeping, internal controls, and the storage of documents, as well as to all applicable laws, regulations, and rules. We are aware of the fact that inconsistencies or infringement upon these rules must be reported to a trusted third party of our choice or to the internal legal department, and that we must cooperate with all internal and external auditors.

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

Antitrust laws for the protection of competition exist in many countries. We are committed to upholding all laws for the protection of competition that are applicable to the company.

Antitrust laws promote free competition and seek to prevent any kind of unreasonable restraint of trade. Infringement of applicable laws could have serious consequences for the company and the involved employee. 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 sentenced to pay compensatory damages and be barred from doing business. The following paragraphs deal with possible violations of antitrust policy.

 

Competitor relations

In any case where free competition could become threatened, for example by the attempted establishment of a monopoly, through participation in a questionable business transaction, or by participation in a meeting where other competitors are present (e.g., trade association), we always consult the internal legal department as soon as possible regarding any concerns as to the legality of a situation. Attempts made by competitors to prearrange prices or sales conditions, to divide or assign sections of the market, region, or customers, or to arrange the boycott of any third parties are strictly prohibited.

In order to avoid even the slightest misgivings regarding such activities, we fundamentally refuse to speak with competitors regarding the following points:

  • Contracts with other customers (quantities, prices, discounted prices, payment conditions)
  • Marketing strategies (prices, terms and conditions of sale, sales plans, allocations, advertising expenditures)
  • Facility utilization
  • Purchasing strategies (selection of suppliers)
  • Financial figures (margins, EBITDA)
  • Bids (including company intentions as to whether or not to bid on a certain contract or program)
  • New product development
  • Allocation or division of markets or territories among competitors

 

Customer relationships

The relationship of the company to its customers is subject to a range of antitrust provisions: none of the following types of arrangements may be utilized without prior consultation with the legal department:

  • Resale constraints: Agreements between sellers and customers as to the minimum or maximum price at which the customer may resell the product are strictly prohibited. Resale constraints not related to price – for example, restrictions related to customers or permitted selling area – must be based on reasonable, justifiable reasons. They additionally may not contradict the principle of free competition.
  • Contract stipulations: Contracts that require the customer to commit to a single supplier when purchasing a certain product could prove to be illegal if unreasonably restrictive.
  • Tying Agreements: Contracts in which a customer is required unwillingly to purchase an additional product before we agree to sell the customer a product which the customer wishes to purchase independently are in most cases anticompetitive.
  • Price discrimination: Competing customers must generally be given the opportunity to purchase the products they need at the same price (considering that all other conditions are generally comparable).

Bribery

We do not offer any bribes nor do we distribute direct or indirect payments to the employees of government agencies in order to exhibit any illegal influence upon them. We likewise do not offer bribes in conjunction with the sale of our products or offer benefits to others, including the representatives of customers/ suppliers or members of their families, even when the waiver of such benefits results in the loss of a business deal.

We adhere to the rules of the OECD agreement combating the bribery of foreign public officers in international business dealings, as well as to all laws based thereupon. These laws forbid the awarding of money or material assets to official representatives of foreign agencies, political parties, and/or international organizations or their representatives if these are intended to influence the actions or decisions of the involved institutions or persons to our advantage. Failure to comply with these laws could lead to severe penalties for OXEA and the involved employees.

We immediately inform the internal legal department should we receive evidence of an attempted bribe or in the event that we must come into contact with foreign government agencies.

 

Fraud

We do not participate in business transactions that could be illegal or fraudulent. We only carry out transactions with customers that have a reputation for honesty and integrity and that conduct business in a legal manner. We exercise care in all of our business transactions and undertake all of the necessary steps in ensuring that OXEA is not involved in transactions related to money from illegal sources.

We immediately inform the internal legal department should we receive evidence of an attempted bribe or in the event that we must come into contact with foreign government agencies.

 

Charitable donations

Management makes decisions as to charitable donations and the appropriate budgeting thereof every year. Donations are made for charitable, non-profit purposes only, giving preference to areas surrounding OXEA facilities.

 

Political Contributions

In the United States and some other jurisdictions, it is unlawful for political contributions to be made by corporations. Therefore, consult with your legal department before any such contribution is made on behalf of OXEA Company.

We adhere to all international agreements as well as to national laws and restrictions for the purpose of controlling international trade and financial business.

Failure to comply with these laws and restrictions can result in serious criminal and civil consequences, eventually leading to the loss of goods and the limitation of import and export trading rights. We consult the internal legal department concerning all transactions to which these laws could apply.

 

The following limitations to international trade and financial business are possible:

 

Sanctions, restrictive measures and embargos

As an economic compulsory 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 comparison to diplomatic sanctions and/or the boycotting of sporting or cultural events, financial sanctions and trade sanctions are relevant for varying classes of goods. For this purpose, we check our products for potential sales prohibitions or restrictions together with our service providers. Likewise, we investigate all of our customers in the form of an identity comparison with the relevant international registries of banned companies.

 

Restrictions relating to the transfer of chemical substances and other export controls

Usually, the respective product, its planned destination, its intended use, its recipient, and its final end consumer determine whether or not a business transaction requires authorization. As a general rule, the production, 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 are required to adhere to all rules and regulations, license specifications, and other guidelines as well as to all international agreements pertaining to chemical materials, chemical weapons, and other multipurpose materials and materials that could be used for the production of weapons or illegal drugs.

 

Boycotts

US corporations are prohibited from participating in boycotts against countries that have friendly relations with the United States. Should any information indicate that a boycotting measure may be illegal according to US law, we must report every request for information that may be in furtherance of such a boycott. These rules apply in cases where OXEA’s US companies are involved, or when a boycotting measure involves goods that have been manufactured or transported in the USA.

This Code of Conduct is subject to an annual review by management.

These and other members of OXEA management ensure that all employees are acquainted with the contents of the Code of Conduct and apply them to their daily work.

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