Why be concerned about corporate compliance?

FNC is esteemed as a company with distinct strengths. While this reputation is the product of many years’ work, the careless, improper actions of just one employee can damage our image in the blink of an eye. We must prevent this. To do so requires that all employees be guided in their activities by reasoned principles, particularly those set forth in this Corporate Compliance Policy. Remember that the way each employee conducts the company’s business can affect FNCs public image.

The Corporate Compliance Policy serves as the basis for this. It does not, however, cover all conceivable situations or describe all of the particular rules that must be followed. Furthermore, the law in some countries may prescribe stricter standards than those set forth here, in which case the stricter standards govern.

Unlawful and unethical behavior can have far-reaching consequences for the company, including:

■ criminal penalties
■ administrative fines
■ civil and punitive damages
■ exclusion from contracts
■ termination of business relationships
■ harm to our image
■ negative perceptions by the capital market

Individual employees who violate the prin¬ciples of this Corporate Compliance Policy also face serious consequences, such as fines or imprisonment, claims for damages, sanctions under labor law and possible termination of employment.

Employees who disobey the rules cannot claim to have been acting in FNC’s interests, because any compliance violation ultimately harms the company. In view of the possible consequences, any advantage somebody purports to have gained in a specific situation can never, not even economically, be advantageous to the company as a whole.

FNC desires to succeed in the competitive arena by being innovative, quality-driven, reliable and fair. If the only way to close a deal is by acting in a way that is illegal or unethical, we will forego the deal. An employee who declines business in such circumstances will never suffer retaliation as a result.

FNC is a active company. Our employees, therefore, are exposed to a wide variety of norms and ethical principles, some of which are often unfamiliar to them. This Corporate Compliance Policy is intended to give employees a point of refer¬ence in their daily work and thereby help them avoid violations. By definition, its focus is limited to areas of particular practical significance. However, it should also encourage employees to familiarize themselves with the rules that affect them and to seek counsel in case of doubt. Ignorance is no defense against the potential consequences of breaking the rules. For support, employees can turn to their supervisors, their respective Compliance Officer or any of their company’s specialist departments, including the legal department, Corporate Auditing and Corporate Security. Employees should especially avail themselves of these resources when others may be harmed, they themselves are in danger, a high degree of risk is involved or the Our Principles of Business Conduct.

1.We are committed to fair competition – no antitrust violations:

Employees who violate antitrust laws face severe external repercussions, including possible imprisonment. Internally, FNC will not show any leniency legal situation is unclear.

2.We are committed to integrity in business dealings – no corruption:

FNC will not tolerate corruption. Corruption is contrary to fair competition and harms the company’s economic standing and reputation. In addition, many countries treat corruption as a crime.
Thus, FNC employees are strictly prohibited from attempting to unlawfully influence business partners, whether through favors, gifts or the granting of other advantages, anywhere in the world. This rule particularly applies to dealings with individuals acting on behalf of government agencies or other public institutions.
FNC employees are not allowed, under any circumstances, to demand personal gifts. Likewise, they may not offer or grant gifts of cash, or gifts equivalent to cash, to any public official.

3. We are committed to the principle of sustainability – no inappropriate risks for human health and the environment:

FNC is well aware of the company’s goal to protect the environment and the health and safety of everyone who comes into contact with our products. This is extremely important to the way we conduct business.
All laws and regulations also must be observed when handling hazardous materials. Prohibited materials may not be manufactured or brought onto company premises.

4.We are committed to fair and respectful working conditions – no discrimination:

Everyone has the right to be protected against discrimination and harassment of any kind whether within FNC or in their contacts with outside parties.
FNC expects its employees to be friendly, objective, fair and respectful in their dealings with colleagues and third parties, including customers, suppliers and officials. By doing so, they also make an active contribution toward protecting FNC’s good reputation.

5.We are committed to keeping corporate and personal interests separate – no conflicts of interest:

All employees must separate their own personal interests from those of FNC.
During working hours, in particular, employees have a primary duty to promote FNC’s corporate interests. Conflicts of interest – or even the mere appearance of such conflicts – must be avoided. Where a conflict appears likely, employees should seek assistance from their supervisor.

How does this policy affect:

All FNC employees must adhere to this Corporate Compliance Policy. It is intended to protect both the company and its employees.
This policy defines the framework within which FNC employees can act with confidence and directly benefits them by, among other things, safeguarding the employees from discrimination and establishing rules for occupational safety. Its observance therefore is in the best interest of employees both as individuals and as important contributors to FNC’s success as a whole – success from which employees benefit.
Every employee is called upon to review his or her own behavior in light of the standards set forth in this Corporate Compliance Policy and to ensure that these standards are observed. Compliance is factored into each employee’s performance review as a matter of course.
Employees should bear in mind that there are specific laws and internal guidelines that address in greater detail the topics discussed here. Employees are required to familiarize themselves with the applicable laws and internal rules governing their areas of responsibility and to follow these laws and rules in their daily work. Any ambiguities should be clarified. The company provides its employees with access to all the necessary information resources and counsel to prevent violations of the law or company regulations. The provisions of this Corporate Compliance Policy take precedence over any conflicting instructions given by a supervisor.

All employees are required to immediately report any violations of the Corporate Compliance Policy.

Violations of this Corporate Compliance Policy should be reported to the responsible Compliance Officer or to Corporate Auditing immediately. Employees may also notify their supervisor or the legal department.
When employees suspect corruption or mishandling of company property or finances, , breach of trust or the offering or acceptance of bribes, they should report the matter .
The company also offers ways of reporting suspected compliance violations anonymously. The company will ensure that no employee is in any way disadvantaged because he or she, acting in good faith, reports a possible compliance violation. When the reporting employee is himself/herself involved in a violation of this Corporate Compliance Policy, the company, in determining any action to be taken against that employee, will consider whether or not the report and any timely assistance given in investigating the possible violation helped avert further damage to the company.

How is compliance structured at FNC?

The Board of Management of FNC appoints the General Counsel of FNC as Group Compliance Officer. In this function he reports directly to the Board of Management.