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Oetker Code of Business Conduct “Code of Conduct” Author: Group management of the Oetker Group Bielefeld, February 10, 2011

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  • Oetker Code of Business Conduct

    Code of Conduct

    Author: Group management of the Oetker Group

    Bielefeld, February 10, 2011

  • version status date comment who

    1.0 approved Feb 10, 2011 Signature Group management

  • Table of Contents

    Preface .................................................................................................................................. 1

    I. Scope of Application ....................................................................................................... 2

    II. The basis: strict compliance with the laws ...................................................................... 2

    III. Conduct in competition antitrust law ......................................................................... 3

    1. Dealings with Competitors .......................................................................................... 3

    2. Dealings with Customers ............................................................................................ 4

    3. No abuse of a dominant position in the market ........................................................... 4

    4. Registration of corporate acquisitions and company divestitures ................................ 4

    5. Early seeking of legal advice in antitrust issues .......................................................... 4

    IV. No violations of anti-corruption laws ............................................................................ 5

    1. Offering and granting of advantages ........................................................................... 5

    2. Demanding or accepting advantages .......................................................................... 5

    3. Conduct vis--vis office-holders .................................................................................. 6

    V. Money laundering ........................................................................................................... 6

    VI. Foreign trade provisions ............................................................................................. 7

    VII. Protection of research and technical development ...................................................... 7

    VIII. Separation of private and corporate interests .............................................................. 7

    IX. Use of Company property ........................................................................................... 9

    X. Secrecy/Protection of business secrets .......................................................................... 9

    XI. Data protection and data security ..............................................................................10

    XII. Documentation of business transactions ....................................................................10

    XIII. Handling of files and recordings .................................................................................10

    XIV. Dealings among Staff Members .................................................................................11

    XV. Protection of the environment ....................................................................................11

    XIV. Occupational safety ...................................................................................................12

    XVII. Conduct vis--vis authorities ..................................................................................12

    XVIII. Compliance with the Oetker Code of Conduct ........................................................13

    1. Compliance organization ...........................................................................................13

    2. Questions on the Code of Conduct, contact persons .................................................13

    3. Complaints and indications ........................................................................................14

    4. Consequences of violations .......................................................................................14

    5. Revision of the Oetker Code of Conduct ....................................................................14

  • Page 2/14

    I. Scope of Application

    The Oetker Code of Conduct applies to all domestic and foreign companies of the Oetker

    Group1 and is implemented by the individual Group companies (hereinafter referred to as the

    Company). The principles of conduct codified in the Code of Conduct are binding for all

    members of the supervisory boards, managing directors, executives and staff members of

    the Oetker Group (hereinafter referred to as Staff Members2).

    In addition to and irrespective of this Code of Conduct, the applicable laws shall certainly

    apply to the conduct of all Staff Members. The Code of Conduct serves to make transparent

    the fundamental legal requirements with which the Staff Members have to comply in their

    activity for each Company of the Oetker Group to the latter and to make them aware hereof.

    In addition to the general rules of this Code of Conduct, all rules and instructions that already

    exist or will exist in the future in relation to special subdivisions shall continue to apply

    without limitation and supplementary to this Code of Conduct. Staff Members must, for

    instance, continue to fully comply with existing occupational safety, travel cost or purchasing

    policies. If there exist any deviations in any particular case, the more stringent rule shall

    apply.

    Each Group Company may establish further rules of conduct, for instance, in order to

    account for the particularities inherent in their particular field of business or country as long

    as they are in line with the basic principles codified herein.

    II. The basis: strict compliance with the laws

    The Company respects applicable law and expects its Staff Members and business partners

    to do likewise. A legal situation that is unfavorable in the point of view of any individual or the

    Company may not be ignored. The Company observes applicable law, irrespective of

    whether that is domestic, foreign or supranational laws, rules or any other provisions

    (hereinafter referred to as Laws). All business matters shall be handled in the daily

    business with customers, suppliers, Staff Members or government agencies in such a way

    that they comply with all applicable Laws (such as labor law, tax law or customs law).

    1 The Oetker Group refers to Dr. August Oetker KG and its subsidiaries.

    2 The term Staff Members is hereinafter used for both male and female Staff Members. This applies

    mutatis mutandis to other gender-specific designations.

  • Page 3/14

    Any violation of imperative statutory provisions, e.g. of product liability law, antitrust law, data

    protection law or environmental law, may lead to unforeseeable financial losses to the

    Company and an impairment of its reputation. At the same time, the violation of the law might

    result in damage claims against the general management, the responsible executives and

    the Staff Members directly involved and finally, the competent authorities may institute

    administrative proceedings, administrative offenses proceedings or even criminal

    proceedings, depending on the facts.

    The Company always acts through human beings. In safeguarding the legal system, the

    interest of the Company and the interest of its Staff Members are completely identical.

    Therefore, each Staff Member is obligated to comply with the Law applicable in his or her

    scope of duties, and each executive must ensure compliance with this duty on the part of

    their staff. For this reason, the executives must inform themselves and their staff on the Laws

    applicable to their respective scope of duties.

    It is strictly prohibited to cause third parties to perform illegal acts or to participate herein.

    Executives shall be responsible that in their spheres of responsibility Laws will not be

    violated by any conduct which could have been avoided by means of appropriate

    supervision. They must make clear that violations of the Law are disapproved of and will

    have disciplinary consequences. In this connection, the rules contained in this Code of

    Conduct must expressly be brought to the attention of the Staff Members.

    III. Conduct in competition antitrust law

    Antitrust Laws, also referred to as Law on competition, protect free competition. Violations of

    Antitrust Law might lead to particularly high fines and damage risks both to the Company and

    the responsible Staff Members.

    1. Dealings with Competitors

    Agreements and concerted actions between competitors that are intended to restrict

    competition or have the effect of doing so are prohibited. The most important taboos under

    Antitrust Law are agreements or concerted positions between competitors relating to: (1)

    prices or price elements, (2) the division of markets, territories or customers, (3), boycotts,

    (4) the control of the production process, the technical development or of investments, and

    (5) those made or held in connection with calls for tenders. Even concerted actions, informal

    talks or informal gentlemens agreements that are intended to restrict competition or have the

    effect of doing so are prohibited. Staff Members must not even give the appearance of being

    a part of such conspiracy.

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    The mere exchange of commercially sensitive information with competitors is also prohibited,

    in particular with reference to current or future prices or price elements, the time or amount of

    price increases, discounts demanded by customers, distribution strategies, sales figures, the

    state of annual talks, single customers, costs, new products, R&D, etc.

    2. Dealings with Customers

    Customers must remain free to fix their resale prices. Resale prices may not be agreed or

    coordinated with customers, neither directly nor indirectly.

    Nonbinding price recommendations are, however, allowed in principle. Price recommenda-

    tions may, however, not be enforced through the exertion of pressure or the granting of

    incentives.

    The freedom of customers to export or import products of any Company of the Group of

    Companies may not be restricted in a legally inadmissible manner. Export or import

    restrictions may not be enforced through the exertion of pressure or the granting of

    incentives.

    3. No abuse of a dominant position in the market

    If the Company holds a dominant position in any product market, increased antitrust

    requirements apply. An abuse of market power may, for instance, exist in case of exclusive

    distribution arrangements with customers, fidelity rebates or market share rebates, tie-in

    transactions or refusals to supply without factual justification.

    4. Registration of corporate acquisitions and company divestitures

    As a rule, divestitures of businesses, corporate acquisitions or joint venture projects are

    subject to merger control and thus need to be registered with the competent domestic and

    foreign competition authorities prior to their execution. Within the scope of these permit

    procedures, comprehensive information must be provided to the authorities. It must be

    truthful and complete.

    5. Obtaining legal advice in antitrust issues early

    In all cases of doubt arising in the field of Antitrust Law, the respective executive, the legal

    department or the Compliance Officer must be contacted at an early stage. The Company

    will provide information on any details by means of separate rules of conduct and information

    letters.

  • Page 5/14

    IV. No violations of anti-corruption laws

    In most countries, not only the corruption of office-holders and public administration

    employees, but also commercial bribery is punishable both for the grantor and the acceptor

    of the advantage. On the ground of numerous international anti-corruption conventions, rules

    globally apply that are similarly stringent as those applied in Germany. In many countries,

    such as Germany or the USA, corruption committed abroad is also punishable under

    domestic law.

    1. Offering and granting of advantages

    In connection with their business activity, Staff Members may neither offer nor grant to

    employees of business partners any unjustified personal advantages. Usual and appropriate

    occasional gifts, advertising gifts of small value and invitations to business partners, which do

    not aim at influencing business decisions in a dishonest manner, are exclusively admissible.

    Gifts and invitations must be in accordance with courtesy and usual social practice and may

    not be objectively suitable for an inappropriate influencing of business decisions according to

    the circumstances of any individual case, the positions and personal circumstances of the

    parties involved and the value of the gift. Any appearance of dishonesty or inappropriate

    considerations must be strictly avoided.

    Gifts or invitations may never be offered as incentives for conclusions of transactions or

    additional orders. Even promising personal advantages (incentives) is punishable!

    No gifts may be granted if a customer prohibits a granting of personal gifts to their staff.

    Offering money or vouchers (e.g. gas vouchers or phone cards) is prohibited!

    The following applies at all times: If a conduct as set out above is observed with any

    competitor, this is no justification for own misconduct. In order to oppose such business

    practices, the Staff Members should inform their supervisors and the legal department in

    charge.

    2. Demanding or accepting advantages

    In connection with their official duties, Staff Members may not demand or accept any

    unjustified advantages. The prohibition applies unrestrictedly to demanding advantages.

    Usual and appropriate occasional gifts, advertising gifts of small value and invitations to

    business partners, which do not aim at influencing business decisions in a dishonest manner,

    are exclusively admissible.

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    The following also applies in this connection: gifts and invitations must be in accordance with

    courtesy and usual social practice and may not be objectively suitable for an inappropriate

    influencing of business decisions according to the circumstances of any individual case, the

    positions and personal circumstances of the parties involved and the value of the gift. Any

    appearance of dishonesty or inappropriate considerations must be strictly avoided.

    Demanding or accepting money or vouchers (e.g. gas vouchers or phone cards) is

    prohibited.

    3. Conduct vis--vis office-holders

    In relation to domestic and foreign public servants, civil servants or government employees,

    almost every offering or granting of advantages constitutes a criminal offense. In order to

    protect public confidence in the fairness of public service, more stringent measures apply in

    this respect.

    Not only personal gifts in connection with illegal official acts (bribery) are punishable in

    particular, but also personal gifts granted for the legal discharge of duty (conferring a

    benefit). In order to definitely rule out criminal liability, personal gifts to public servants shall

    be completely avoided.

    The prohibitions of corruption are not restricted to public servants, but also apply to

    individuals who, in the broadest sense, are entrusted with sovereign tasks.

    The Company provides information on details relating to issues of the anti-corruption Laws

    by means of separate rules of conduct and information letters.

    V. Money laundering

    No Staff Member, either alone or in collaboration with third parties, may take measures that

    violate domestic or foreign regulations on money laundering. Money laundering means in

    particular the introduction e.g. by conversion or transfer into the regular economic cycle

    of money or other assets originating directly or indirectly from a criminal offense. In cases of

    doubt about the permissibility of financial transactions, the Staff Members shall make

    inquiries, for instance, if, in connection with a cross-border transaction, payments are to be

    made on a third-country account. Accepting cash is prohibited, if it is not a customary

    business practice.

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    VI. Foreign trade provisions

    The Company complies with all foreign trade provisions applicable in the respective countries

    where it pursues its business activities, e.g. export control and customs provisions,

    provisions pertaining to the suppression of terrorism or to the use of dual-use products.

    Foreign trade provisions might prohibit or restrict the export, import or domestic trading of

    goods, services or technologies as well as capital and payment transactions. The

    prohibitions and restrictions may be due to the nature of the goods, the country of origin

    and/or use or the person of the business partner.

    VII. Protection of research and technical development

    The Company protects its own advance in knowledge and respects the rights of third parties.

    The results of our research and our technical development constitute valuable assets. Not

    only decisions of significant economic importance are based thereon. The safety and the well

    being of our Staff Members, customers and fellow citizens might depend hereon. Our R&D

    staff and the technicians are thus obligated to elaborate, document and communicate the

    results of their activities in accordance with valid scientific and technical standards.

    Inventions, patents and other know-how secure the future and are thus of outstanding value.

    Utmost care shall thus be taken over the corresponding legal protection of the inventions. No

    Staff Member may pass on new findings or trade secrets in any form to any uninvolved Staff

    Members or any third parties. Procedures, formulas and techniques must be treated as

    strictly confidential under any circumstances unless they are in the public domain. All

    agreements with third parties which deal with the granting of licenses or the transfer of know-

    how must have been reviewed by the department in charge prior to their signing. Each Staff

    Member must respect protected privileges of third parties and must refrain from their

    unapproved use.

    The protection of product names as well as any other industrial property rights is of vital

    importance in many divisions of the Company. For this reason, a secured legal foundation

    must be created for product names and industrial property rights prior to their use by the

    Company by means of their registration within the country and abroad.

    VIII. Separation of private and corporate interests

    The personal interests of the Staff Members and the interests of the Company must be

    strictly separated. Staff Members of the Company are obligated to make their business

  • Page 8/14

    decisions in the best interest of the Company and unaffected by personal interests. A conflict

    of interests exists if a corporate decision might conflict with any personal interests of an

    occupational, financial or private nature. Sidelines for competitors, customers or suppliers or

    the awarding of contracts to related parties or companies in which a Staff Member or a party

    related to him or her has an interest serve, for instance, as examples for conflicts of interest.

    Each Staff Member must separate his or her own personal interests from those of the

    Company. Therefore, each personal interest which a Staff Member might have in connection

    with the performance of his or her duties needs to be notified to his or her supervisor without

    delay. This also applies, if the Staff Member is convinced that he or she might disregard own

    interests and acts solely in the interest of the Company as even the mere impression that a

    Staff Member might have considered own personal interests in a decision-making process

    must absolutely be avoided. In cases of doubt, the supervisor shall delegate the matter to

    another Staff Member.

    As regards business relationships with third parties, objective criteria are all that counts.

    Suppliers are chosen in accordance with appropriate criteria, such as price, quality, reliability,

    technological standard, product suitability, existence of a long-standing and trouble-free

    business relationship and existence of quality management. The conclusion of a contract

    must not be influenced by personal relationships or interests. Business opportunities that are

    due to the Company must not be used for own purposes. Personnel decisions must not be

    influenced by private interests or relationships either.

    No Staff Member may make use of internal knowledge on any projects of the Company

    such as the intended sale of parts of the Company, the acquisition of third-party companies,

    the establishment of joint ventures or any other facts relevant to the Company to his or her

    advantage or to the advantage of a third party, either directly or by the involvement of a third

    party. No Staff Member may disclose corresponding knowledge to any parties not involved in

    the concrete project or to any third parties.

    Any outside employment of a Staff Member may neither impair his or her main employment

    nor lead the Staff Member into a conflict of interests. This applies in particular to positions

    with companies that already do business or compete with the Oetker Group.

    Interests of Staff Members or of any parties related to them in companies which do business

    or compete with any Company of the Oetker Group must be notified in writing. Following the

    notification of interest, the Company may take appropriate measures for a removal of a

    possible conflict of interests. A duty to notify does not exist, if, due to the interest, there exists

    no possibility to influence the management of the Company, for instance, in case of interests

    in listed companies, which amount to less than 5% or in case of mere investments made to a

    negligible extent.

  • Page 9/14

    However, the Company welcomes a private involvement in clubs and societies, political

    parties or any other social or political institutions as long as the voluntary involvement in such

    organizations does not interfere with the performance of the Staff Members duties or

    conflicts with justified interests of the Company. When expressing their personal opinions in

    public, Staff Members must not give the impression that these opinions represent the views

    of the Company.

    Donations of the Company must exclusively be caused by the executive management und

    must be made in compliance with the legal system. Staff Members may not donate any

    monies, physical assets or services of the Company to political parties or candidates for or

    within public offices.

    IX. Use of Company property

    Each Staff Member is obligated to use the property of the Company in a careful and

    responsible manner und to use corporate property solely for admissible business purposes.

    Corporate property must be protected from loss, theft or abuse. Unless for business

    purposes, property of the Company may not be removed from the Company premises

    without the supervisors permission for official purposes. Data stocks, programs or company

    papers may not be copied or removed from the Companys premises without approval.

    When using equipment and resources of the Company (inter alia, telephone, computer,

    internet and other information technology), the internal guidelines and other rules of the

    Company must be observed. Any use for private purposes is only admissible to the extent

    this is allowed by the guidelines and rules mentioned.

    X. Secrecy/Protection of business secrets

    The Staff Members are required to maintain secrecy with respect to all trade and business

    secrets, other internal confidential matters of the Company as well as with respect to all

    confidential information provided by or on our customers and other business partners. All

    information is deemed confidential that is designated as such or with reference to which it is

    to be assumed that it is not and shall not be in the public domain, for instance, as it could be

    useful for competitors, or whose disclosure could be detrimental to the Company or its

    business partners. Confidential information, inter alia, includes data relating to Staff

    Members, customers or suppliers, plans for new products, production processes, financial

    data, corporate acquisitions or divestitures. The duty to observe secrecy exists both for the

    duration of the employment and beyond its termination.

  • Page 10/14

    Confidential information must be protected from any unauthorized inspection by third parties.

    Also in intercompany dealings it must be ensured that confidential information may only be

    passed on to Staff Members who require such confidential information for the performance of

    their duties.

    XI. Data protection and data security

    All Staff Members are obligated to treat personal data (e.g. name, address, telephone

    number, date of birth of Staff Members, customers and others) as strictly confidential and

    with utmost care and, in doing so, are obligated to comply with the data protection provisions

    both in electronic data traffic and otherwise. Personal data may only be collected, stored,

    processed or used in so far as is admissible, i.e. required for specified, explicit and legitimate

    purposes. In cases of doubt the corporate Data Protection Officer is to be involved. Personal

    data must be protected from unauthorized inspection or access. A high standard must be

    guaranteed in the implementation of the technical protection from unauthorized access. The

    respective national statutory provisions must be complied with.

    XII. Documentation of business transactions

    All business transactions must be documented completely and properly in accordance with

    applicable statutory provisions, and beyond, in accordance with the provisions applicable at

    Oetker. The generally accepted accounting principles must be complied with; accordingly,

    data collections and other recordings must always be complete and correct and must be

    carried out promptly and in a system-compliant manner. The preservation periods for

    documents must be observed.

    XIII. Handling of files and recordings

    All documents and data carriers belonging to a workplace may not fall into the hands of

    unauthorized persons und must be kept under lock and key in principle. Computers must be

    protected in accordance with the safety provisions of the Company, for instance, by awarding

    passwords and their frequent change. It must be ensured that no third party might access

    data stocks even in case of a longer absence from work. Staff Members may solely make

    copies of business records or files of the Company for official purposes.

    Apart from cases of substitution and from the respective supervisor, there exists no right of

    access to information that does not affect the respective Staff Members own activity. Each

  • Page 11/14

    deliberate unofficial taking of notice of any communication addressed to third parties is thus

    inadmissible.

    Each Staff Member must always consider carefully what is to be communicated via

    documents and in e-mails. Any correspondence containing improper statements or which

    might give the appearance of inappropriate or illegal conduct must be avoided.

    All recordings and files must be kept in such a way as to permit delegation to a colleague at

    any time. Therefore, files must, inter alia, be complete, orderly and readily understandable.

    XIV. Dealings among Staff Members

    Each Staff Member must know that his or her conduct is also attributed to the Company and

    thus characterizes the Companys outward and inward reputation. The Company thus

    expects each Staff Member to be friendly, objective and fair in his or her dealings with

    colleagues.

    No person is to be disadvantaged, favored, harassed or ostracized because of race or

    ethnicity, gender, religion or ideology, disablement, age, sexual orientation or appearance. A

    differential treatment for legally justified reasons remains unaffected.

    Sexual harassment is prohibited. Each Staff Member is entitled to protection from acts of

    harassment.

    First and foremost, the dealings of all Staff Members must be done with confidence.

    Communication is the basis of preparing decisions. Each Staff Member must be willing to

    contribute the highest possible degree of own expertise as well as expertise of other

    departments to a decision-making process. In addition to teamwork skills, one owns initiative

    belongs to successful project work.

    XV. Protection of the environment

    The Company endeavors to handle environmental resources as sparingly as possible, to

    avoid hazards to humans and the environment and to continuously improve all procedures

    and processes that serve to further reduce environmental pollution. All Staff Members are

    committed to this target.

    Each Staff Member is jointly responsible for the protection of humans and the environment in

    his or her working environment. All Laws and regulations pertaining to environmental

  • Page 12/14

    protection and plant safety must be strictly observed. Each supervisor is obligated to instruct,

    supervise and support his or her staff in taking responsibility.

    In dealing with primary or end products that might be harmful to the environment, e.g. their

    transport, loading and unloading, storage or chemical conversion, environmental and

    occupational safety must be preserved.

    Waste disposal must be effected in accordance with statutory provisions. Where third parties

    are involved for such purpose, it must be ensured and documented that they comply with the

    relevant statutory provisions and other requirements of the Company as well.

    In general, no commercial usage of air, water or soil may take place without a permit. The

    construction and operation of production facilities as well as their change or expansion also

    require a permit in principle. The unauthorized operation, each deliberate or merely accepted

    exceeding of the limits set in a permit for the plant operation or the unauthorized discharge of

    substances that are detrimental to the environment into the water exposes the responsible

    parties to the risk of criminal prosecution. In addition, damage claims of third parties may

    lead to a financial burden of the Company. Each unauthorized release of substances must

    thus be avoided.

    XIV. Work safety

    Each Staff Member is obligated in his or her best interest, but also in the best interest of his

    or her colleagues and the entire Company to apply all employment protection and work

    safety provisions consistently. The existence of and compliance with appropriate procedures

    and protective measures for the warranty of safety and health at work must be ensured.

    Each supervisor is obligated to instruct, supervise and support his or her staff in taking

    responsibility.

    XVII. Conduct vis--vis authorities

    The Company endeavors to cultivate a cooperative relationship with all competent authorities

    that shall be characterized by openness.

    In this respect, it may not be underestimated that it is the duty of several authorities to punish

    violations of applicable Law. Such procedures are effected in accordance with certain rules.

    These rules also include the right of the affected parties for legal assistance. The protection

    of this right and the use of the privilege of silence are not deemed to be an admission of

    guilt. Information shall only be provided and files shall only be presented after consultation of

    the legal department in charge and/or an external legal adviser.

  • Page 13/14

    In case of hearings, interrogations or searches by investigating agencies, it is up to the Staff

    Members of the legal departments in charge to ensure protection of the rights of the affected

    persons. All Staff Members who are responsible for the compilation and transmission of

    corporate information to any agencies will provide this information completely, openly,

    correctly, duly and in a readily understandable form.

    XVIII. Compliance with the Oetker Code of Conduct

    1. Compliance organization

    Dr. August Oetker KG establishes a compliance organization for the Oetker Group which

    shall ensure the implementation of this Code of Conduct. Two Compliance Officers are

    appointed who shall be in charge of the Oetker Group and responsible for the further

    development of the Oetker Code of Conduct and the organizational implementation. One

    Compliance Officer will be appointed for each Company managing the divisions of the Oetker

    Group and for further individual subsidiaries. In all other subsidiaries, a Staff Member shall

    assume the function of Compliance Officer. The corporate audit department of the Group

    shall verify the implementation and adherence to the Oetker Code of Conduct in regular

    intervals.

    2. Questions on the Code of Conduct, contact persons

    This Code of Conduct can certainly not cover all conceivable situations. In cases of

    uncertainty arising with respect to proper conduct, each Staff Member is expected to seek

    advice before he or she takes a measure which might lead to a violation of applicable Law or

    of internal guidelines. As a rule, violations of the Law can be avoided by preventive advice.

    The respective supervisor, the departments in charge (e.g. the human resources department,

    the works manager, the legal department, etc.), the Compliance Officer or the otherwise

    designated contact person of the respective subsidiary or the Group Compliance Officers are

    available. In general, Staff Members might contact their supervisors in case of any questions

    that might arise in connection with the Code of Conduct through ordinary official channels as

    the latter knows the sphere of responsibility best. Where questions arise with reference to a

    specific field, the respective specialist departments will be able to provide assistance. Legal

    questions might be addressed to the legal department in charge.

    You may also turn to any of the Group Compliance Officers at any time who are available as

    neutral and independent contact persons.

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    3. Complaints and indications

    If any Staff Member takes notice of a significant violation of any Laws or the rules set out in

    this Code of Conduct, he or she has the opportunity to inform his or her supervisor as well as

    the corporate audit department or the Compliance Officer or any other designated contact

    persons of the respective Company.

    In addition, all Staff Members have the opportunity, at any time, to report any indications of

    misconduct (e.g. criminal offenses) or dubious or legally doubtful occurrences in their

    working environment to the Group Compliance Officers. This also applies in particular to the

    reporting of facts that violate this Code of Conduct.

    It is warranted that all occurrences reported to the Compliance Officers are inspected and

    settled properly (with the help of other specialist departments, where required). Violations of

    this Code of Conduct are investigated by the corporate audit department. To the extent

    required, action will be taken after a careful inspection of the facts.

    If the person giving the information assumes that he or she might incur any personal

    disadvantage due to the notification, notifications can also be made confidentially and

    anonymously, that is, without giving the name.

    The general partners of Dr. August Oetker KG warrant that no detriment or any other

    disadvantage arise to Staff Members who make use of the hotline to the best of their

    knowledge and in good faith.

    4. Consequences of violations

    A violation of the Oetker Code of Conduct, any other Oetker guidelines or of applicable Laws

    may lead to disciplinary action, a termination of employment and other legal action.

    5. Revision of the Oetker Code of Conduct

    Legal provisions and rules of conduct might change. A regular revision of the Oetker Code of

    Conduct is thus provided. All Staff Members are requested to participate in the further

    development of the Code of Conduct.