Corporate Governance


Principles of Corporate Governance

Working together toward success and acting responsibly


The BILSTEIN GROUP and its companies are conscious of their responsibilities toward people and the planet. This goes beyond complying with the relevant international regulations and standards.
It is about open, honest, fair, environmentally friendly, and safe actions in our dealings with our employees and our business partners, based on a clearly defined company ethics policy. This is an integral component of the BILSTEIN GROUP's mission and helps the company make the decisions that are right for the long term. It is tried-and-trusted tradition.

All our employees and managers act as ambassadors for the BILSTEIN GROUP. Every year, our companies supply around 1,200 customers in diverse industries, on almost all the continents of the world. To ensure global compliance with our ethics principles, the BILSTEIN GROUP has created a Code of Conduct that is implemented worldwide and includes all our key values.

This Code of Conduct provides guidance for our interactions with one another and our international partners, and applies to shareholders, advisory board members, members of senior management bodies, managers, and all employees of BILSTEIN GROUP companies. BILSTEIN GROUP companies adhere closely to these principles, and expect their suppliers and business partners to do the same.

BILSTEIN GROUP Company policy


BILSTEIN GROUP Compliance Management System


CODE OF CONDUCT

BILSTEIN GROUP Compliance Management System

Let's work together and act responsibly to ensure the success of the BILSTEIN GROUP companies.

I. General principles and rules of conduct
We are aware of our responsibilities toward our customers, employees, shareholders, and the general public, and we view this responsibility as the cornerstone for the conduct of all BILSTEIN GROUP employees.

Our actions are always in accordance with the applicable national laws, our internal guidelines and standards, as well as other applicable provisions such as works agreements. The principles set out in this Code of Conduct represent minimum standards that apply to all our employees and that ensure responsible conduct toward our business partners and the general public.

Each BILSTEIN GROUP employee shall commit to ensuring that the company fulfills its responsibilities and that the positive expectations customers and the public have of our company are met. It is our expectation that every employee feels personally responsible for complying with this Code of Conduct and does their best to adhere to it.
II. Respecting and protecting human rights
We shall respect and protect the dignity of each individual. We shall acknowledge national and international human rights and defend them within our sphere of influence.
III. Cooperation and employee rights
1. COMPANY CULTURE
We maintain a modern and exemplary management culture where we foster a respectful and safe working environment. The executive managers of the BILSTEIN GROUP lead by example and take measures to prevent any form of unacceptable conduct within their field of responsibility.

We also expect our employees to act in a friendly, objective, and fair manner with both colleagues and third parties.

2. EQUALITY AND NON-DISCRIMINATION
In our work environment, we cultivate a culture of tolerance, fairness, and equality of opportunity, irrespective of social or ethnic origin, color, nationality, disability, sexual orientation, political or religious conviction, gender, or age.

Decisions pertaining to employment and promotions are based exclusively on an individual's qualifications and skills.

3. REJECTION OF CHILD LABOR AND FORCED LABOR
We reject all forms of child labor and the exploitation of children and teenagers, and we observe the applicable legal minimum age for employment.

Furthermore, we do not tolerate any kind of forced or compulsory labor. No employee may be forced to work through violence or any other kind of intimidation.

4. REMUNERATION/WORKING HOURS/FREEDOM OF ASSOCIATION
We acknowledge the statutory minimum standards relating to remuneration, and the benefits and payments we provide shall not fall below the minimum wage guaranteed by law, under any circumstances. We expect the same from our business partners.

We also observe the legal provisions relating to working hours and respect and support our employees' rights to join unions or to form workers' representations.
IV. Workplace health and safety
We ensure health and safety in the workplace by complying with the relevant national laws and internal guidelines. Workplace health and safety provisions must be observed by all employees. Violations are to be reported immediately.
V. Conflicts of interest
Our employees must avoid situations that could result in a conflict of interest between their official responsibilities within the company and their private interests. They shall always do their best to act conscientiously and in the best interests of the BILSTEIN GROUP.

BILSTEIN GROUP employees may not engage in business with any of the BILSTEIN GROUP’s partners or competitors without the company's prior consent. In particular, this applies if there is the potential for improper influence on business decisions. Related provisions in employment contracts remain unaffected.
VI. Secondary employment
Our employees are providing labor for the benefit of the BILSTEIN GROUP. For the duration of the employment relationship, secondary employment is only permitted with the company's prior written consent.

If an employee intends to take up secondary employment, they must contact Human Resources immediately with details of the type and duration of the secondary employment. The company will provide consent if the secondary employment is legally permissible, does not conflict with the availability of the employee's labor under their employment agreement, and if no further legitimate interests of the BILSTEIN GROUP are affected.

We support and encourage any volunteer activities undertaken by our employees.
VII. Offering and accepting benefits
We reject any form of corrupt conduct undertaken by our employees or our business partners. We commit to neither accepting nor granting gifts, benefits, or gratuities for the purpose of securing any unlawful advantage from them. Our business relationships are based solely on objective and economic criteria, and we seek to acquire business solely through our performance and product quality.

No employee shall exploit the business relationships formed in connection with the BILSTEIN GROUP for personal or third-party benefits to the company’s detriment. There shall be no unfair influence of customers, suppliers, or public officials.

The codification of measures adopted by the BILSTEIN GROUP to prevent corruption, as well as concrete support tools and recommended actions for employees, form an important part of our Compliance Management System and are set out in the BILSTEIN GROUP's Anti-Corruption Policy.
VIII. Handling donations
We support and encourage social and cultural engagement. Donations shall not be granted in return for economic advantage. Donations shall be transparent and shall be documented by listing the addressee and the purpose of the donation, and furthermore approved by management as complying with the applicable legal system and guidelines.

The BILSTEIN GROUP does not grant donations to or sponsor political parties, public officials, or candidates for political office.
IX. Compliance with antitrust laws/fair competition
Fair competition is crucial to ensuring the unimpeded development of market participants. We are committed to fair and transparent competition, as well as fair treatment of business partners and third parties. Furthermore, we are committed to observing all applicable competition and antitrust laws. Corresponding obligations are set out in our Competition Law Policy, which forms an important component of our Compliance Management System.
X. Money laundering/money of suspicious origin
We maintain and encourage fair and transparent business and financial transactions, and take all the necessary measures against illegal payments and money of suspicious origin (money laundering).
XI. Handling (confidential) information
1. DATA PROTECTION
We respect and protect the personal data of customers, employees, and suppliers, as well as confidential company data and trade secrets, and we employ all the technical and organizational measures available to us to prevent their unauthorized access, misuse, loss, or early destruction.

The collection, processing, and use of personal data occur only within the permitted legal framework, to the extent necessary, and only for the designated purposes.

2. CONFIDENTIALITY
Protecting our confidential information, know-how, and business or trade secrets, as well as that of our suppliers, customers, and other business partners, is of the utmost importance for us.
In addition to business and trade secrets, any information, know-how, matters, and activities are confidential if the BILSTEIN GROUP designates them as confidential or has a legitimate confidentiality interest in them.

Irrespective of whether information has become known in a private or professional context, every employee is obliged to treat all confidential information, know-how, and business or trade secrets as confidential at all times. Those employees who have access to particularly confidential information are expected to maintain strict confidentiality.

Further details regarding confidentiality requirements are provided in individual BILSTEIN GROUP employment contracts.

3. EXTERNAL COMMUNICATION/MEDIA COVERAGE
The BILSTEIN GROUP respects the right to free speech and to the protection of privacy and personal rights.

Every employee must take care that private statements are not associated with their function/activity within the BILSTEIN GROUP or are clearly recognizable as private statements. Official statements are only permitted upon prior approval of management and consultation with the supervising executive manager. Third-party requests for statements must be referred to the respective supervising executive manager.
XII. Protecting the environment
We at the BILSTEIN GROUP are aware of our impact on the environment and our responsibility for it. We are therefore committed to a responsible conduct toward the environment and biodiversity. We observe the applicable policies as well as national and international environmental obligations. In particular, we comply with the relevant environmental and energy management standards (Environmental management systems DIN EN ISO 14001 and Energy management systems DIN EN ISO 50001).
XIII. International trade
As global enterprises, the companies of the BILSTEIN GROUP observe all relevant national and international laws, regulations, and treaties regarding international trade, including national and international laws governing the import, export, or domestic trade of goods, technologies, or services, and the handling of specific goods, as well as capital and payment transactions.
XIV. Protection of company property
Every employee shall respect and handle with care the property of BILSTEIN GROUP companies.
Company property shall only be used for operational purposes in connection with business activities, unless permission for private use has been granted.
XV. Implementation, contact persons
We take special care in the implementation and distribution of this Code of Conduct. This Code of Conduct will be handed out to every employee and is available electronically at all times. Additionally, the content of this Code of Conduct has been or will be explained in detail in employee training sessions. It is the responsibility of our managers to ensure that each of their employees is familiar with the Code of Conduct.

In the event of violations, suspected violations, questions, or other issues regarding the Code of Conduct, each employee is required to contact either their supervising manager or the Compliance Officer of the BILSTEIN GROUP.

Please use the following email address: compliance@bilstein-kaltband.de or get in touch by telephone. You will find the contact details in the "Compliance Officer/Contact Person" contact form, which is available on MS-Sharepoint/the intranet as well as from Human Resources, the works council, and the office of the secretary of the management board.
XVI. Legally binding in nature
As an internal set of rules, this Code of Conduct is binding and must be complied with by each employee and every manager of the BILSTEIN GROUP.

Violations of this Code of Conduct—irrespective of any potential legal consequences—shall result in internal disciplinary measures in accordance with the extent and gravity of the violation and taking into account the specifics of the situation. A violation may result in termination of the employment relationship.

This Code of Conduct is a binding and crucial element of the BILSTEIN GROUP Compliance Management System that is implemented globally. It serves as a guide for the compliant conduct of each employee of the BILSTEIN GROUP. In addition, it forms the basis for further internal guidelines and policies that are being developed and will be expanded upon in the context of the ongoing development of the Compliance Management System. These additional guidelines and policies must be considered in connection with this Code of Conduct and must also be observed by all employees.

Because this Code of Conduct applies to all the national and international locations of the BILSTEIN GROUP, certain provisions need to be modified or adapted to the relevant applicable law. In this respect, and to the extent required, the Code of Conduct may be supplemented with details pertaining to the respective country.

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