Code of Conduct

Updated and adopted by the Board of Directors on 22 March 2018

 

The Board of Directors have implemented a Code of Conduct describing the Group’s responsibilities and relationships with the environment and with its various stakeholder groups, including its employees, customers and suppliers. The Code of Conduct is complemented with corporate policies, that are reviewed and updated when considered necessary to reflect the changes in legislation, emerging best practice and the needs of the business. This Code of Conduct shall be complied with by all companies belonging to Exel Composites Group and shall be supplemented by local laws and regulations in case they impose stricter rules. The managing directors of the business units are responsible for the implementation and compliance with these policies. All managers and employees must exercise high standards of integrity and sound ethical judgment complying with the Group’s Code of Conduct, and all laws, rules and regulations applicable to the conduct of the Group’s business. Employees are encouraged to make proposals to improve the Code of Conduct.

Exel Composites Group expects all business partners and third parties within its sphere of influence to adopt and act in accordance with the principles set forth in this Code of Conduct. In the assessment of potential and current suppliers, the principles described in this document shall be applied.

Compliance with laws and regulations

Exel Composites Group is committed to full compliance with all applicable national and international laws and regulations in every country it operates in. These include, among others, laws and regulations related to corporate governance, taxation, competition, product safety, intellectual property, employee rights and securities such as regulation in relation to insider trading. In situations where the law does not give exact guidance or the law conflicts with the Group’s ethical standards, the Group applies its own standards based on its Group values and policies.

Human rights and workplace practices

Exel Composites supports and respects the protection of human rights as expressed in the United Nations’ Universal Declaration of Human Rights, the UN Guiding Principles on Business and Human Rights, the UN Sustainable Development Goals and the OECD’s Guidelines for Multinational Enterprises. Exel Composites respects and supports freedom from any discrimination based on race, nationality, ethnic origin, age, religion, gender, sexual orientation, marital status, disability, or other status as well as freedom of association, the effective recognition of the right to collective bargaining, and equality of opportunity and treatment. Diversity is an ethical standard encouraged and respected in the work place and all recruiting decisions.

Exel Composites supports and respects labor rights including Core Conventions of International Labour Organization (ILO). Everybody shall be treated with fairness, respect and dignity by management and fellow employees. The workplace shall be free from any harassment and intimidation.

Exel Composites is committed to equal opportunity in all employment practices, policies and rules as well as to treating all employees fairly.

No form of forced or child labor is tolerated in the Group nor from any of its business partners or third parties associated with the Group. The minimum employment age is defined in accordance with local jurisdiction and international law.

Health and safety

Exel Composites Group is committed to safety and taking all necessary steps in order to avoid damage to people or the environment. The necessary conditions for a safe and healthy work environment are provided for all employees.

The management of health and safety performance is aligned with the operation of the business and targets accident prevention through training and auditing of reported accidents and causes. All employees are expected to operate and behave responsibly towards other persons and the environment and to follow all applicable health and safety regulations. Threats, intimidation and violence are not tolerated. Reporting of unsafe conditions is expected of all employees by using the locally implemented methods and channels in order to ensure appropriate preventive action.

Business conduct and relations with business partners

Employees at all levels throughout the Group are expected to act responsibly and in the best interest of the company. Consequently, Exel Composites employees must avoid situations where their personal interest or the interests of their closely associated persons including family members may conflict with those of Exel Composites. The establishment of business relationships must be based on objective criteria. Therefore, the employees must not offer, make, seek or accept to or from actual or potential business partners, governments, agencies or representatives of such organizations any such gifts, payments or services, which might reasonably be believed to influence business transactions and which exceed normal standards of hospitability or would otherwise violate either applicable laws or reasonable and generally accepted business practices. Exel Composites and its employees will not give or offer to give bribes or illicit payments to any third parties, such as public officials or business partners, in order to obtain or retain business.

Exel Composites does not tolerate bribery or corruption in any form. The Group complies with anti-bribery and corruption laws and regulations and supports efforts and international conventions to eliminate bribery, corruption, fraud and money-laundering. For more details please see Anti-Corruption Policy of Exel Composites Plc.

All financial transactions must be reported in accordance with the generally accepted accounting practices and in accordance with local laws, and accounting records must show the nature of all transactions in a correct manner.

Employees and members of the Board of Directors shall conduct their private and other external activities and financial interests in a manner that does not conflict with the interests of the Exel Composites Group.

The Board of Directors expects all employees to raise concerns about misconduct and malpractice, and have adopted a procedure to ensure that such concerns can be raised and reviewed fairly and properly.

Environment

Environmental issues are managed throughout the value chain according to agreed internal policies, targets as well as quality and environmental management systems. Compliance with the permit conditions is actively monitored and corrective actions are taken where necessary. Continuous improvement includes annual target setting in environmental performance and monitoring of progress and involves all organizational levels.

Exel Composites strives to ensure that its products, services and production contribute to sustainable development and avoids materials and methods posing environmental and health risks when suitable alternatives are available. The Group does not use toxic, carcinogenic or mutagenic chemicals and is continuously vigilant about updates in listings of chemical substances of concern.

Exel Composites is committed to responsible actions and takes environmental aspects into account when making business decisions.

Responsible marketing

Exel Composites is committed to providing safe and reliable products in accordance with the agreed quality and safety specifications. The company shall always give truthful and accurate statements about its products and conducts regular trainings to its sales force to this end.

Ethical standards of our suppliers

The Group sources components and materials for its manufacturing processes from multiple sources and a number of countries. Whilst there are differences in standards in relation to many aspects of the wider business environment, Exel Composites expects its suppliers and contractors to demonstrate similar high ethical standards, compliance with this Code of Conduct and compliance with appropriate legislation and regulation. The suppliers are chosen with care and on the basis of objective factors such as quality, reliability, delivery and price, in addition to ethical standards and sustainability. Exel Composites conducts regular supplier audits and in case of violations action is taken either to allow time for corrective action or to terminate the relationship.

IPR and other intangible assets

Exel Composites respects trade secrets as well as intellectual property rights and engages in transferring technology and know-how in a manner that protects these rights. All Exel employees are responsible for the protection of Exel’s intangible assets, intellectual property and confidential information. Exel Composites safeguards and defends its trade secrets and intellectual property, also including that of suppliers, customers or other partners which has been entrusted Exel Composites.

Insider dealing

Exel Composites employees or any other person connected to the company may become aware of information about the Group that is not publicly available, and that would likely be considered relevant to an investor when deciding whether to invest or not to Exel Composites shares. Trading in Exel shares when in possession of inside information, or sharing it with others is illegal and can result in penalties.

Data protection

Exel Composites complies with the EU’s Data Protection Directive as well as other applicable national and international regulation and legally gathers personal data only under strict conditions and for the legitimate purpose of conducting its business. All personal information that is collected and/or processed by the company is respected and protected from misuse.

Political activities and contributions

Exel Composites does not support or make donations to political parties or individual politicians, sponsor projects or initiatives related to politics, religion, or other ideological organizations.

Implementation and reporting misconduct

It is the responsibility of the managers to communicate and demonstrate the content of this policy within their organizations.

All Exel Composites employees must comply with this Code of Conduct and foster its spirit. A formal acknowledgment of having read the Code of Conduct is part of the Group’s onboarding process for all new recruits. Employees are encouraged to contact their supervisor or manager to raise their concerns or when in doubt about the best course of action in a particular situation.

All employees are expected to report any non-compliant behavior. For this purpose Exel Composites offers an anonymous “Report misconduct”-form at the company’s website and this channel is encouraged to be used to report violations of this code. The reports are received by the President & CEO and the CFO of Exel Composites. All reports will be taken seriously, reviewed and resolved fairly and properly. Persons reporting violations in good faith will not be subject to retaliation by Exel Composites.

This Code of Conduct will be promptly and consistently enforced. Failure to comply with its provisions can result in disciplinary actions, such as dismissal, sanctions or legal actions.

Exel Composites Oyj, Vantaa head office, Mäkituvantie 5, FI-01510 Vantaa, Finland