Klingele Code of Conduct Table of contents Foreword by the management General requirements Compliance with our code Scope of our code Avoidance of conflicts of interest Handling of company property Financial integrity Dealing with business partners and third parties Product safety and product quality Free competition Protection against corruption and bribery Handling of information 5 6 7 8 9 10 10 11 12 12 13 14 Data protection, confidentiality and protection of the rights of third parties 15 Protection of copyright laws and personal rights 16 Humans and the environment Working environment Working hours and child labour Protection of the environment Questions about decision-making Where you can report concerns Consequences of violations Conclusion Index Notes To make the document easier to read, we have not used the masculine or feminine form. All terms referring to persons apply to any gender. 17 18 19 19 20 21 22 23 24 25 3
Foreword by the management Dear Colleagues, KLINGELE PAPIERWERKE GMBH & CO. KG (hereinaft er referred to as “Klingele”) is a modern company with now 100 years of company tradition. The success of our entire group of companies has always been based on responsible and ethical conduct vis-à-vis employees, business partners, society and the environment. We want to succeed in fair competition through quality innovation and service. We are committed to the basic values of integrity, transparency and responsibility in business dealings and therefore want to ensure compliance with all applicable national and international legislation. The reputation of our company and the trust of our suppliers and customers and consequently also the existence of our company depends very much on the conduct of each individual employee. As a common policy, the code of conduct contains binding minimum standards that apply to every Klingele employee, representative and partner. Compliance with laws and internal regulations is a matter of course in our business activities. This way, we contribute to securing and strengthening the long-term competitive- ness and successful positioning of Klingele. Furthermore, violations may lead to signifi cant costs and jeopardise the economic existence of our company. The Klingele shareholders and management expect every employee to act within the law. This code of conduct aims to raise awareness of legal risks and help to avoid violations of the law. It therefore provides a framework, but may of course not include all laws and is therefore never complete. Please contact your supervisor of the management if you have any questions and comments. We thank you for making a contribution to our corporate culture and our reputation as a trusted business partner through your own personal conduct. Dr. Jan Klingele Managing Partner of the Klingele Group 5
Klingele Code of Conduct General requirements 6
General requirements Compliance with our code The task of every manager at Klingele is to ensure that their assigned employees are familiar with this policy and comply with the provisions contained therein. Managers have a special duty to act as a role model. They embody our values convincingly and live our corporate culture to the full. It is also the task of the company and its managers to create an environment in which all issues may be addressed openly and without fear of reprisals. In addition to their function as a role model, our managers are tasked with implementing the code of conduct in the company and ensuring it is complied with. Questions about this policy will always crop up again and again. If employees are unsure about the correct conduct, they may discuss the matter with their supervisor or the management. Of course, every single Klingele employee always remains responsible for their own actions and this also applies if the manager has given their approval. The management and all managers at Klingele ensure compliance with the policy and will follow up on any violations detected without exception. Violations against the policy will not be tolerated and may result in consequences for the employment relationship and for compensation claims. 7
General requirements Scope of our code All companies and therefore all employees of the Klingele Group fall within the scope of this code. This includes, in particular, all companies in which the Klingele family directly or indirectly holds a total of more than 50% of the voting shares and consequently may effectively control the management of a company. In the event of an equal joint venture with a business partner or a minority shareholding, Klingele will assert its influence in order to prevent violations of the principles of this policy and call the shareholding into question in the event of significant misconduct by the company on a repeated basis. We comply with the applicable law at local, national and international level. The code of conduct requires that all Klingele companies comply with the applicable laws and provisions of the company in which the company is based or has its place of business. In the areas of occupational safety, environmental protection and product safety in particular, Klingele also endeavours to comply with European standards in non-EU countries, provided that they do not conflict with the legal provisions of the respective country. In many cases we have also undertaken to comply with hygiene, safety or quality and environmental or social standards that go over and above the statutory minimum. 8
General requirements Avoidance of conflicts of interest In day-to-day business we may be faced with decisions where the interests of the company conflict with our personal interests. Such conflicts of interests may lead to us no longer making impartial decisions that are in the best interest of the company. We draw a line between private and business interests. Employees are obliged to avoid any activity inside and outside the company that will lead or may lead to a conflict between their personal interests and the interests of Klingele. In particular, it is prohibited to operate a company that is in competition or in a business relationship with Klingele and to have a signifi cant shareholding in such a company. The same also applies to business relationships with relatives or companies in which a family member of an employee holds shares or has a signifi cant interest in the company in some other way. Should a business relationship with this company be in the interest of Klingele despite this family relationship, the family or private relationship must be reported to the supervisor or the business relationship must be approved. Business matters should never be influenced by personal interests or considera- tions. No employee must abuse their position or Klingele property for personal benefi ts or any other gain. 9
General requirements Handling of company property We assume that assets belonging to the Klingele Group will be handled carefully and appropriately. The assets are only permitted to be used for the purpose of business activities. Non-material values, such as know-how and intellectual property rights, are also company property. The explicit approval of the responsi- ble manager or a company manager is required in order to remove company property from the business premises or to use it for private purposes. Financial integrity We must act responsibly, honestly and correctly when handling company funds and dealing with business transactions. All business transactions are properly accounted for and recorded. All business records created, published and made available to the relevant authorities, shareholders and creditors must be correct and complete in accordance with the applicable accounting principles. 10 We use company property or other company assets in a responsible manner. We also demonstrate our integrity through our complete and orderly accounting.
Klingele Code of Conduct Dealing with business partners and third parties 11
Dealing with business partners and third parties Product safety and product quality Our products are the basis for our customers’ trust. We are therefore committed not only to comply with the legal requirements with regard to quality and safety but also to fulfil the highest quality standards for our products. Our goal is to ensure the trust and satisfaction of customers as well as the good reputation of the company. Of course, this includes compliance with the relevant legal provisions, especially concerning the product safety, product liability and warranty. Our customers rely on the fact that we produce and delivery high-quality products. Fair competition Fair competition creates incentives for innovation and high product quality for the benefit of our customers. We support free competition and the free development of all market players. We must therefore respect the principles of fair and open competition. We participate in competition in a fair and proper manner. Agreements of any kind with competitors regarding prices, terms and conditions, market sharing, non-compete agreements and other economically sensitive matters are strictly prohibited. This also includes informal discussions and informal agreements (“gentlemen's agreements”) that have as their object or affect the above-mentioned restrictions on competition. An exception applies only if individual measures have been previously checked to determine their compatibility with the applicable antitrust regulations. 12
Dealing with business partners and third parties Protection against corruption and bribery We are convinced that our products can compete in the marketplace on their own merits. Competition in Germany and abroad must not be influenced or distorted by bribes. Klingele prohibits all employees to engage in or tolerate corruption. We will not sacrifi ce the reputation and integrity of our company for an unfair competitive advantage. We also expect all business partners to comply with and enforce these principles. Employees must therefore demand or accept no personal benefi ts, cash payments, gift s, invitations to business meals or other incentives for themselves or for third parties. None of us must off er or grant cash payments, gift s or other incentives to business partners or third parties when negotiating, awarding or executing a contract. This applies worldwide, regardless of the location and culture. More detailed information can be found in the policy entitled “Dealing with gift s and invitations at Klingele”. Minor exceptions to this principle are permitted. This is always the case if the incentive or the acceptance of an incentive does not appear to constitute corrupt conduct and falls within the scope of commonly accepted gestures of politeness or business gift s of negligible value. These must be handled in accordance with the law by which we are bound and the guideline regarding the prevention of corruption. We must make sure in each case that the recipient does not conceal acceptance of an incentive and is therefore not forced into a position in which they could be bribed. The points that we need to be aware of in this respect and the other exceptions that are permitted can be found in the guideline regarding the prevention of corruption. The off er or granting of cash payments, gift s or other incentives to public offi cials is generally prohibited, even if they are low in value. 13
Klingele Code of Conduct Handling of information 14
Handling of information Data protection, confi dentiality and protection of the rights of third parties Our customers, business partners and employees expect us to handle their information and personal data carefully and in accordance with the applicable data protection laws. Compliance with the Data Protection Directive is therefore very important for Klingele. We handle personal data and confi dential information with the utmost care. All employees are required by law to observe data confi dentiality and not to collect, process or use the personal data of employees, customers and third parties without authorisation, i.e. without their consent or legal permission. The person concerned must be informed by Klingele when their personal data is collected for the fi rst time if it is collected without their knowledge. The person concerned may request information about their stored data, provided that no trade secrets are involved. Confi dential information and trade secrets as well as business documents (including E-mails) are the property of Klingele and must be stored and maintained properly. They must only be disseminated to the general public by representatives explicitly authorised to do this and must be protected from unauthorised access by third parties and other employees. We must fully comply with the applicable company policies on data protection at Klingele at all times. We respect the eff ective proprietary rights of third parties, such as patents, copyrights or trademarks and refrain from any unauthorised use. No employee must acquire or utilise secrets from a third party without authorisation. 15
Handling of information Protection of copyright laws and personal rights We are committed to observing the respective copyright laws and personal rights when using images, photos, texts and products in offi cial Klingele media. Pictures of individuals must only be used with their consent or within the scope permitted by law. We respect the personal rights and privacy of employees when handling personal data. 16
Klingele Code of Conduct Humans and the environment 17
Humans and the environment Working environment All Klingele employees contribute to a corporate culture characterised by open- ness, fairness, understanding and tolerance in their day-to-day activities. We expect all employees to be friendly, objective and fair when dealing with colleagues, employees and third parties. Our values are above all expressed in our respectful treatment of each other. No employee must be harassed, discriminated against or disadvantaged for no justifiable reason because of their race, nationality, ethnicity, gender, religion or beliefs, political views, age, disability or sexual orientation. For Klingele, an occupational health management programme is the basis for successful business activities. Klingele complies with the applicable occupational health and safety regulations and provides for a safe and healthy working environ- ment in order to maintain the health of its employees and avoid accidents, injuries and work-related illnesses. The necessary measures are taken to avoid accidents and physical and mental injuries that may arise in connection with the activity. 18
Humans and the environment Working hours and child labour The respective legal regulations, company standards on working hours and statutory public holidays are observed. Fair working conditions are an integral part of our corporate culture. We assert the rights of children and young people. Any exploitation of children and young people is prohibited and is rejected by us. The legal regulations, national standards and directives concerning the protection of children and young employees are observed. In the case of minors working for the company, it is important to make sure that they are not exposed to situations that are dangerous, unsafe or hazardous to their health. Protection of the environment As an international company we are responsible for protecting the environment and preserving it for future generations. We are therefore continuously working towards reducing our impact on the environment at our own locations and along the supply chain. For this reason, we comply with all the relevant environmental regulations at all times and set binding environmental and energy saving goals. We want to have only a positive impact on our environment. Every employee must observe the applicable environmental laws and can make an active contribution to protecting the environment through their own responsible and environmentally-conscious actions. 19
Klingele Code of Conduct Questions about decision-making Many decisions in day-to-day business are simply routine. But sometimes we are faced with a situation where the right decision is difficult. If you are unsure as to whether a decision complies with the requirements of the code of conduct, it helps to ask yourself a few simple questions: Integrity means making the right decision even if no-one is watching. Is my decision legally correct and in line with the expectations of Klingele? Can I make my decision in the best interests of Klingele and free of any conflicting personal interests? Can I make the decision with a clear conscience? Can I justify my decision openly outside the company? What would my friends and family say about it? Does my decision preserve Klingele's good reputation? If you can answer “yes” to each of the questions, your decision is probably acceptable. If you are in doubt about any of these questions, seek advice from your supervisor or the contacts in our Compliance Organisation Department. 20
Compliance organisation within the Klingele Group Where you can report concerns The regulations within this code of conduct are communicated to all employees and are available as a text document on the Klingele website. We expect all employees to act responsibly in accordance with this code of conduct. If there are reasonable grounds to suspect a violation of any one of the above- mentioned regulations, this must be reported immediately. We take seriously what you have to say. If you have any questions or want to report a possible violation, please contact your direct supervisor. If you do not want to contact your manager, you can take up direct contact with Steff en Gehring, our Compliance Offi cer, or in the case of data protection concerns, Ralf Zlamal, our Data Protection Offi cer. Contact Internal Compliance Offi cer Steff en Gehring E-mail: steff email@example.com Tel.: Mobile: +49 173 290 40 47 +49 7151 701 345 External Data Protection Offi cer Ralf Zlamal IITR Datenschutz GmbH E-mail: firstname.lastname@example.org Tel.: +49 89 189 173 60 Our messages are treated anonymously and in the strictest confi dence. If a suspicion of misconduct is reported in good faith, no negative eff ects are to be expected. It is prohibited to use the complaints procedure for deliberately false evidence and information. It should be noted that we are legally obliged to communicate strictly confi dential information vis-à-vis third parties in individual cases (e.g. to initiate a preliminary investigation). Employees may also be summoned as a witness depending on the respective case. 21
Compliance organisation within the Klingele Group Consequences of violations In the event of violations, we reserve the right to initiate disciplinary and legal actions vis-à-vis the appropriate employee depending on the seriousness of the violation. We are aware that violations may have far-reaching consequences. 22
Klingele Code of Conduct Conclusion All company regulations and policies must be compatible with the Klingele Code of Conduct. We cannot predict every individual case and every situation. The code of conduct is therefore broad-based and kept very general. We don't want it to replace any existing regulations or procedural instructions. Instead it is meant to address the key points of your own responsibility and the corporate responsibility and consequently give all employees a clear understanding of the principles and ethical values applicable at Klingele. The code of conduct is also available on the Klingele Paper & Packaging Group website and on the intranet. 23
Klingele Code of Conduct Index A Age 18 Authorities 10 B Beliefs 18 Bribery 13 Business partners 5, 8, 11, 12, 13, 15, 16 C Cash payment 13 Child labour 19 Company property 10 Competition 5, 9, 12, 13 Compliance Officer 21 Concerns 21 Conflict of interests 9 Consequences 7, 22 Contact 20, 21 Corporate culture 5, 18, 19 Corruption 13 Creditors 10 D Data confidentiality 15 Data protection 15, 21 Data Protection Officer 21 Disability 18 E Environmental protection 8 Exploitation 19 24 F Fairness 18 G Gender 18 Gentlemen's agreement 12 Gift 13 H Health 18 I Incentive 13 Information 13, 14, 15, 21 Integrity 5, 10, 13, 20 Invitation 13 J Joint venture 8 M Management 5, 7 Manager 7, 10, 21 Minority shareholding 8 Minors (19) P Patent 15 Personal data 15, 18 Personal right 3, 16 Privacy 16 Product liability 12 Product safety 3, 8, 12 Property 9, 10, 15 Proprietary right 10, 15 Public official 13 Q Quality requirement 12 R Relatives 9 Reprisals 7 S Scope 8 Social standard 8 T Third parties 11, 12, 13, 15, 18, 21 Threat 5 N Nationality 18 V Violation 21, 22 O Occupational safety 8 W Warranty 12 Working environment 18
Klingele Code of Conduct Notes 25
Klingele Code of Conduct Dealing with gi s and invitations at Klingele
Dealing with gifts and invitations at Klingele When dealing with business partners and the authorities, employees may only grant or accept benefits if they in no way give the impression of influencing business processes. Private and business interests must be kept strictly separate from one another. Gifts and invitations must not be associated with expectations or obligations. When assessing whether an incentive or invitation appears to constitute a benefit, it is not just a question of the absolute value of the incentive, but rather an overall assessment of all the circumstances. The acceptance of an invitation or a gift from a value of €20 must be reported to the employee's direct supervisor and the plant manager or the managing director of a subsidiary or the head of central administration. Meals with business partners that are directly related to a business meeting are not subject to this reporting obligation. An invitation or gift from a value of €50 per year and business partner must be approved by the plant manager. In many cases, the value of an invitation or gift is not known. The value must be estimated in these cases. In case of doubt, approval is required from the plant manager. The plant manager uses the following criteria to decide whether the invitation is approved or, whether in case of doubt, additional approval is required from the compliance officer. In the case of invitations from a value of €200, written approval is always required from the compliance officer. For invitations and incentives made to the management and the plant manager over a value of €200 per business partner and year, the required approval must be given in writing by Dr. Jan Klingele.
Dealing with gifts and invitations at Klingele Frequency The frequency of incentives is an important criterion. A repeated incentive, in particular invitations or gift s, that are granted or accepted from a business partner more than once a year are problematic and must be handled accordingly in a restrictive manner. It may be assumed that this is undue influence on decision- makers if invitations and favours accumulate and the incentives become more and more valuable over time. Time-related reference to the awarding of contracts Special caution is required if invitations or gift s are given at a time close to the decision-making on the awarding of projects or conclusion of contracts. Spouses It is only possible for an employee’s partner to accompany them to invitations and events in exceptional cases and this requires the approval of the employee's supervisor or the plant manager. Public offi cials Invitations or incentives to public offi cials constitute a particularly high risk and are therefore strictly prohibited. Appropriateness The decision as to whether an invitation or gift is socially acceptable in a specifi c situation plays a role in the overall assessment in addition to the above-mentioned factors, especially when also taking account of the local conditions and the income situation of the recipients.
Dealing with gifts and invitations at Klingele Proof and documentation of incentives The general rule is that any invitations to third parties with a business connection must be proven and documented in the accounts and records. Subsequent approvals If it is no longer possible to carry out a thorough compliance check before accepting the gift without any negative consequences for the ongoing business relationship, the case must be discussed afterwards with the Compliance Officer. Together an assessment needs to be made as to the further course of action with respect to the incentive that is inappropriately classified from a compliance perspective. Invitation to national league football games and similar events When Klingele has an allocation of tickets to national league football games or similar events, these are primarily intended to promote customer loyalty. A Klingele employee may accompany the customer or business partner to the event with the appropriate documentation. In exceptional cases, the Klingele employee may be accompanied by their partner if there are enough tickets available. This requires separate approval. If the invited customer or business partner cannot accept our invitation, the internal dissemination of these tickets to Klingele employees must be done transparently and in a manner agreed with the management.