Business Conduct Principles

Vestergaard Frandsen Business Conduct Principles

The Business Conduct Principles set forth in this document govern how each company and all personnel within Vestergaard Frandsen shall conduct their professional affairs.

Vestergaard Frandsen, an international company with a presence also in many developing countries, strives everywhere to be a business based on responsibility and integrity. These values have been and will continue to be its core guiding principles.

As part of integrating these values in the company and with its employees Vestergaard Frandsen also participate in the UN Global Compact program.

The UN Global Compact framework and the Ten UN Global Compact Principles are fully embraced within the scope of the Business Conduct Principles.

All Vestergaard Frandsen personnel will be trained in and will adhere to the Business Conduct Principles and the guidelines. Examples set forth in the appendices are meant as a practical help to Vestergaard Frandsen personnel. As part of the training, all are encouraged to ask questions and seek clarification whenever in doubt.

Vestergaard Frandsen has a continuing monitoring and evaluation system. An Internal Compliance Council is appointed by the Board of Vestergaard Frandsen and will have the overall responsibility for the monitoring and reporting and have the authority to implement new initiatives within the Business Conduct Principles.

1. General Business Principles

1.1 Compliance with the Law

Vestergaard Frandsen will comply with all applicable laws and regulations of the countries in which the company operates.

1.2 Responsibility and Integrity

Vestergaard Frandsen respects the personal dignity, privacy and rights of all individuals.

Vestergaard Frandsen tolerates no personal discrimination. Vestergaard Frandsen is an open and honest company that acknowledges and stands by its responsibilities.

Vestergaard Frandsen shall apply the Business Conduct Principles in its dealings with joint venture partners, agents, contractors and other third parties with whom Vestergaard Frandsen has business relationships.

2. Business Integrity Principles

2.1 Competition

Vestergaard Frandsen supports free competition and will compete fairly and ethically and within the frame of applicable competition laws and regulations.

2.2 Money Laundering

Vestergaard Frandsen will not participate in any form of money laundering and all financial transactions must be documented and transparent.

2.3 Political Contributions

Vestergaard Frandsen does not, as a policy, make contributions to political parties. Contributions to organizations or their representatives will always be in accordance with applicable legislation.

2.4 Corruption

Vestergaard Frandsen will not tolerate corruption, extortion or bribery. Corruption is the abuse of entrusted power for personal gain.

Employees of Vestergaard Frandsen must never accept or give a bribe or kickback etc. (see appendix 1 for details)

2.5 Conflicts of Interest

Vestergaard Frandsen considers it important to prevent conflicts of interest and it is therefore crucial that employees of Vestergaard Frandsen avoid conflicts of interest between their private and professional activities. If in doubt, employees are encouraged to consult the Chief Compliance Officer.

3. Labour Standards and Human Rights Principles

3.1 Labour Standards

Vestergaard Frandsen supports the upholding of the freedom of association and the recognition of the right to collective bargaining.

Vestergaard Frandsen will not tolerate any form of child labour and supports the effective abolition hereof.

Vestergaard Frandsen supports the elimination of all forms of forced and compulsory
labour and the elimination of discrimination in respect of employment and occupation.

Vestergaard Frandsen shall as a minimum operate in accordance with the minimum wage level and working time regulations of the individual country where it is present.

3.2 Human Rights and Religion

Vestergaard Frandsen supports and respects the protection of internationally proclaimed
human rights and makes sure that it is not complicit in human rights abuses.

Wherever Vestergaard Frandsen operates, it will respect the culture and religion of the countries and the people who live there.

4. Health, Safety and Environment Principles

Vestergaard Frandsen regards good health as a basic human right.

Vestergaard Frandsen respects and values each employee as a treasured member of its corporate family, and will always ensure that they are all treated fairly.

Vestergaard Frandsen ensures that all employees fully understand the impact of diseases and conditions we seek to prevent. Staff and their family located in areas with higher risks of infectious diseases are provided with relevant preventive health care.

Vestergaard Frandsen uses the best possible accident prevention measures in the planning of workplaces, equipment, safety management and personal behaviour in the everyday workplace.

Vestergaard Frandsen continuously seeks to reduce the environmental impact of its operations.

Vestergaard Frandsen supports and undertakes initiatives to promote greater environmental responsibility.

Vestergaard Frandsen encourages the development and the use of environmentally friendly technologies and a precautionary approach to environmental challenges.

5. Implementation

5.1 Employees of each company of Vestergaard Frandsen must know and act in accordance with the Business Conduct Principles when acting on behalf of Vestergaard Frandsen.

Employees and intermediaries shall receive specific training in the Business Conduct Principles.

5.2 The Board of Vestergaard Frandsen appoints an Internal Compliance Council which shall appoint a Chief Compliance Officer. The Internal Compliance Council has the overall responsibility for the implementation of the Business Conduct Principles also in new activities and entities and for the continuing upholding of the UN Global Compact Principles, and to monitor internal and external developments.

5.3 The Chief Compliance Officer reports to the Internal Compliance Council.

5.4 The Internal Compliance Council is responsible for maintaining the code of conduct principles in the organisation, and that relevant contract clauses are incorporated in agreements entered into by Vestergaard Frandsen and that such are currently updated.

6. Monitoring/Audit

6.1 Compliance with the Business Conduct Principles shall be monitored by a Chief Compliance Officer who shall submit a bi-annual report regarding all companies within Vestergaard Frandsen to the Internal Compliance Council.

6.2 The Chief Compliance Officer and the Internal Compliance Council shall continuously define and implement appropriate internal and external controls.  They shall maintain and monitor the business transaction self-assessment through pre-defined reporting formats by all senior managers for all divisions and locations.

6.3 Any internal or external complaint received by or from employees of Vestergaard Frandsen about the group's business practices must be reported to the Chief Compliance Officer, who will decide on appropriate action. No person reporting a complaint shall suffer adverse consequences, except for acts of libel and similar acts which are prohibited under the laws of Switzerland.

7. Appendices

The attached appendices are meant as a more detailed explanation of the Business Conduct Principles of Vestergaard Frandsen with examples, cases and practical advice on how to live up to the principles in the everyday workplace. These appendices will be continuously updated and be available on VF Intranet.

 Appendix 1: Anti-Corruption Compliance

This document explains more fully Article 2.4 of the Business Conduct Principles and what Vestergaard Frandsen expects from all Vestergaard Frandsen employees, directors and officers ("Employees") in order to ensure compliance.

1. General practice

As an employee, agent, consultant, contractor or other entity representing Vestergaard Frandsen, bribery, kickbacks etc. of any kind is prohibited.

Vestergaard Frandsen seeks to ensure that agents, consultants, contractors, suppliers etc. do not give bribes on behalf of Vestergaard Frandsen.

This means that Employees are prohibited from promising, offering, giving, inducing the giving of or authorizing such giving or accepting anything of value directly or indirectly, e.g. through an intermediary such as agents, business consultants etc., in order to obtain an improper advantage or to influence official action.

Each employee is encouraged to ensure that business partners and other third parties who will act on behalf of Vestergaard Frandsen understands and abides by the Business Conduct Principles.

The prohibition applies to transactions with government officials and government employees of any kind as well as private companies, private not for profit organizations and their employees in both domestic and international businesses.

Bribes, kickbacks etc. can besides money take many forms, such as gifts and gratuities, inappropriate travels, contributions requested to organisations with no company business relations, unreasonable employment offers to family members and friends.

2. Gifts, contributions and gratuities

Small gifts, contributions and gratuities can be offered and comply with the Business Conduct Principles if they are not given or received for the purpose of obtaining an improper advantage (Corruption is the abuse of entrusted power for personal gain).  If in doubt, Employees should consult the Chief Compliance Officer for advice.

3. Travels, meals and entertainment

Travel, meals and entertainment can be provided or received and comply with the Business Conduct Principles if not provided for the purpose of obtaining an improper advantage. Furthermore the travels, meals and entertainment must be business related, reasonable in value and occasional. Travels, meals and entertainment provided outside of the above-mentioned scope must be approved by the Chief Compliance Officer.

4. Local law

Vestergaard Frandsen will in selected jurisdictions issue additional anti-corruption guidance consistent with the Business Conduct Principles to address specific requirements of local law.

5. Common Sense

It is not possible to make a wording of general instructions to apply in any given situation which may cause a violation of anti-corruption legislation in all of the many countries in which Vestergaard Frandsen conducts its business. Each Employee must use his/her common sense to assess and identify activities which might violate anti-corruption legislation or have this done by the Chief Compliance Officer. If there is any doubt at all, the Employee should always contact the Chief Compliance Officer.