Table of content
PRINCIPLES
Introduction
1 General commitment
1.1 Human rights
1.2 Free market competition
1.3 Product safety
1.4 Privacy
1.5 Environmental protection
2 Commitment towards customers
3 Commitment towards shareholders
4 Commitment towards employees
4.1 Right to organize
4.2 Health and safety
4.3 Equal and fair treatment
4.4 Wages and payment
5 Commitment towards suppliers and business partners
6 Assets and information
6.1 Use and protection of assets
6.2 Improper disclosure
6.3 Insider trading all employees shall comply with Rood Technology’s insider trading rules.
7 Business integrity
7.1 Bribery; records of transactions
7.2 Third-party interests
7.3 Political payments
8 Observance of the General Business Principles
8.1 Sanctions
8.2 Whistleblower policy
8.3 Compliance
GBP DIRECTIVES
1. Policy Statements on Conventions of the ILO
1.1 General statement about Conventions of the ILO
1.2 Right to organize
1.3 Collective bargaining
1.4 Discrimination
2. Gifts
3. Engagement outside Rood Technology
3.1 Rood Technology expects its employees...
3.2 Financial reward received for services...
4. Payments to third parties
4.1 General
4.2 Commission payments
4.3 Agents, distributors, commissioners
5. Facilitating payments
6. Relations with political parties and politicians
7. Money laundering
8. Employee relations
9. Employment conditions
9.1 Remuneration
9.2 Working hours
9.3 Employee development
9.4 Harassment
10. Internet, Intranet and e-mail use
COMPLIANCE AND REPORTING
Compliance Officer
Introduction
Reporting of Complaint
Content of Complaint
Investigation
Confidentiality
No reprisals
Recording of reported breaches
P R I N C I P L E S
Introduction
Underpinning Rood Technology’s commitment to responsible corporate citizenship and the pursuit of a sustainable future - economic, social and environmental - the General Business Principles set out guiding principles on integrity and ethics in business conduct. They govern Rood Technology’s business decisions and actions throughout the world and apply equally to corporate actions and to the behavior of individual employees in conducting Rood Technology’s business. They are subject to applicable laws.
The General Business Principles are not all-encompassing, but formulate minimum requirements of behavior. They leave free to specify further local rules of business conduct. To drive the practical deployment of the General Business Principles, a set of GBP Directives have been published, which are applicable to all employees. The GBP Directives form an integral part of the General Business Principles. The General Business Principles, which have been adopted by the Board of Management and approved by its Supervisory Board, are reviewed on a regular basis and revised if necessary.
1. General commitment
Rood Technology’s mission is to improve the quality of people's lives through the timely introduction of meaningful technological innovations. In a world where technology increasingly touches every aspect of our daily lives, Rood Technology aspires to be a leading solutions provider in the areas of healthcare, lifestyle and enabling technology, delighting its customers with products and services that meet and even exceed their expectations.
Rood Technology wishes to be a responsible partner in society, acting with integrity towards its shareholders, customers, employees, suppliers and business partners, competitors, governments and their agencies and others who can be affected by its activities. Rood Technology duly observes the applicable rules of the law of the countries in which it operates and regularly reviews its interests and those of affected persons or entities in order to ensure a healthy, long-term relationship with them. Rood Technology endeavors to adapt to local situations in order to take the most appropriate approach to possible problems within the bounds of applicable law and responsible conduct. In this respect Rood Technology supports the principle of dialogue and cooperation with all parties involved.
1.1 Human rights
With due regard to the Universal Declaration of Human Rights, which states that all parties in society, including corporate persons, have a duty to respect and safeguard human rights, and within the framework of the legitimate role of businesses, Rood Technology supports and respects human rights and strives to ensure that its activities do not make it an accessory to infringements of human rights.
1.2 Free market competition
Rood Technology supports the principle of free market competition as a basis for conducting its business and observes applicable competition laws and regulations.
1.3 Product safety
Rood Technology aims, at all times, to supply safe products and services.
1.4 Privacy
The privacy of personally identifiable information about customers, employees, business partners and other individuals will be protected.
1.5 Environmental protection
Consistent with Rood Technology’s commitment to sustainable development, it will do all that is reasonable and practicable to minimize any adverse effects of its activities on the environment.
2 Commitment towards customers
Rood Technology is driven to improve people’s lives. Its goal is to constantly delight each customer with breakthroughs both large and small. To this end, the company seeks to maintain an ongoing dialogue with its customers. Rood Technology is committed to listen to and learn from them, so that it is able to design and deliver the solutions they really want and need. Rood Technology will always deal with its customers in a fair and forthright manner, maintaining the highest levels of integrity.
3 Commitment towards shareholders
It is of central importance to Rood Technology to conduct its operations in accordance with the highest standards of internationally accepted principles of good corporate governance. Rood Technology aims to achieve a satisfactory return on equity, with the intention if possible of maintaining a sustainable dividend payment to shareholders, while at the same time retaining sufficient funds in the company to generate profitable growth. Rood Technology attaches great value to its relations with its shareholders and the financial markets and provides timely, regular and reliable information on its activities, structure, financial position and performance.
4 Commitment towards employees
Rood Technology values its employees as a key resource. An atmosphere of good employee communication, involvement and responsibility is of central importance, and an employee’s personal development and optimum use of talents is encouraged.
4.1 Right to organize
Rood Technology recognizes and respects the freedom of employees to choose whether or not to establish, or to associate with, any organization. Rood Technology respects - within the framework of (local) law, regulations and prevailing labor relations and employment practices - the right of its employees to be represented by labor unions and other employee organizations, and Rood Technology will engage in negotiations, either on its own behalf or through employers’ associations, with a view to reaching agreement on employment conditions.
4.2 Health and safety
Rood Technology will do all that is reasonable and practicable to protect the health and safety of its employees.
4.3 Equal and fair treatment
Every employee has equal opportunities and will be treated equally in employment and occupation regardless of personal background, race, gender, nationality, age, sexual preference or religious belief. The same applies to the recruitment of employees. Rood Technology strives to offer equal pay for equal work performed at equal levels at similar locations. No form of harassment or discrimination will be tolerated.
4.4 Wages and payment
Remuneration and working hours shall comply with local labor laws and shall be in line with prevailing industry norms.
5 Commitment towards suppliers and business partners
Rood Technology pursues mutually beneficial relationships with its suppliers and business partners. It seeks to awards business to suppliers and business partners who are committed to act fairly and with integrity towards their stakeholders and who observe the applicable laws of the countries in which they operate.
6 Assets and information
6.1 Use and protection of assets
Each employee is responsible for the proper use, protection and conservation of Rood Technology´ assets and resources as well as confidential information disclosed to Rood Technology by its business partners. Rood Technology’s assets and resources as well as any opportunities arising by virtue of one’s position, are to be used solely to pursue and achieve Rood Technology´ goals and not for personal benefit.
6.2 Improper disclosure
Rood Technology regards information for the purpose of its business as a corporate asset that must be protected against loss, infringement and improper use and disclosure.
Rood Technology is committed not to make use of information disclosed to it by a third party if it is suspected that the discloser thereby violates an obligation of confidentiality, unless the information:
- is generally available to the public other than as a result of disclosure by Rood Technology;
- has been independently developed by Rood Technology;
- or becomes available to Rood Technology either on a non-confidential basis from a third party who is not bound by any confidentiality obligations or by operation of law.
6.3 Insider trading all employees shall comply with Rood Technology’s insider trading rules.
This means that non-public information which might influence the market price of Rood Technology shares shall be kept in strict confidence until publicly released by authorized management. Furthermore, employees who have sensitive information which could influence the price of Rood Technology shares and related rights, must refrain from directly or indirectly executing transactions in Rood Technology shares and related rights. Additionally, employees have to comply with statutory rules and regulations concerning insider trading with respect to securities of other listed companies.
7 Business integrity
7.1 Bribery; records of transactions
Rood Technology insists on honesty, integrity and fairness in all aspects of its business. Bribes in any form are unacceptable; commission payments and personal gifts or favors may only be made or accepted in strict accordance with the GBP Directives. Rood Technology strives to comply with the highest levels of transparency and accountability throughout the company. Records of transactions should be maintained in an accurate, complete and timely manner in accordance with Rood Technology accounting principles. No unrecorded funds or assets should be established or maintained.
7.2 Third-party interests
Employees are not allowed to have any direct or indirect financial interest in a supplier or competing company with the exception of a financial interest in a publicly traded company.
7.3 Political payments
Rood Technology companies shall not make payments or donations, in money or in kind, to political parties, political organizations or individual politicians, unless such payments are made in strict accordance with the GBP Directives.
8 Observance of the General Business Principles
8.1 Sanctions
All Rood Technology employees must comply with the General Business Principles. Violation may lead to disciplinary action, including dismissal, notwithstanding any further civil or criminal action that may be taken.
8.2 Whistleblower policy
In order to promote the reporting of violations of the General Business Principles, a whistleblower policy is in place, enabling employees to submit complaints on an anonymous basis without fear of the complaints leading to disciplinary action.
8.3 Compliance
Compliance with the General Business Principles is monitored via a compliance officer, who regularly report to the Board of Management and Supervisory Board on the deployment of the General Business Principles and on ethical issues in general.
Reporting on compliance with the General Business Principles is also an integral part of the Statement on Business Controls issued annually by the management as part of a cascade process leading to CEO/CFO certification of the company’s annual accounts. Compliance processes and procedures are audited by Rood Technology’s Audit committee.
G B P D I R E C T I V E S
1. Policy Statements on Conventions of the ILO
1.1 General statement about Conventions of the ILO
The Conventions of the International Labour Organization are addressed to member states of the International Labour Organization, not to individuals or companies. Rood Technology supports the aim of the International Labour Organization to arrive at universally accepted labor standards. Rood Technology has adopted internal procedures and guidelines with respect to topics covered by the seven Fundamental Conventions of the International Labour Organization, such as forced labor, the right to organize, collective bargaining, discrimination and child labor.
1.2 Right to organize
Rood Technology recognizes and respects the freedom of employees to choose whether or not to establish or to associate with any organization of their own choosing (including labor unions) without Rood Technology’s prior authorization. Rood Technology will not make the employment of a worker subject to the condition that he/she shall not join a union or shall relinquish trade union membership. Furthermore, Rood Technology will not cause the dismissal of – or otherwise prejudice – a worker by reason of union membership. Rood Technology will not interfere with or finance labor organizations or take other actions with the object of placing such organization under the control of Rood Technology.
1.3 Collective bargaining
Rood Technology respects – within the framework of law, regulations and prevailing labor relations and employment practices – the right of its employees to be represented by labor unions and other employee organizations. Rood Technology will engage in negotiations, either on its own behalf or through employers’ associations, with a view to reaching agreement on employment conditions.
1.4 Discrimination
Every employee has equal opportunities and will be treated equally in employment and occupation. Rood Technology offers equal pay for equal work performed at equal levels at similar locations. No form of harassment or discrimination in respect of employment and occupation will be tolerated, such as discrimination based on race, color, sex, language, religion, political or other opinion, national or social origin, property, birth or other status.
2. Gifts
The acceptance of gifts or personal favors of commercial value is not acceptable. It is to be made clear to third parties that personal favors can only influence the business relationship negatively and that business decisions are based solely on benefits to the Company and not on considerations of past or future personal gain. In general, a gift (the value of which does not exceed € 50) may be accepted if given voluntarily and if there is no reasonable likelihood that it will influence your judgment or actions in performing duties for Rood Technology. When refusing a gift would be discourteous, the gift must be promptly turned over to the compliance officer. Rood Technology will, in case that it happens, consider to donate such gifts to charitable institutions. If you have any doubts in a given situation, please discuss with your management or the compliance officer.
Some other guidelines with regard to gifts:
- Personal financial assistance of any kind provided by a supplier or another business contact, other than a financial institution acting in the ordinary course of business, is prohibited.
- Attendance at sport events, restaurants, bars, shows, etc. as the guest of a business contact is permissible only up to two times a year per business contact and only if the hosting company representative is present.
- Travel and overnight accommodation paid for by a (potential) supplier is not allowed.
3. Engagement outside Rood Technology
3.1 Rood Technology expects its employees to be fully dedicated to the proper fulfillment of their jobs and to avoid any (potential) conflict of their personal or business activities and financial interests with such commitment. Any engagement outside Rood Technology and any financial interest (direct or indirect such as via a family member or acquaintance) which could give rise to a conflict of interest should always be promptly disclosed to the next level of management.
3.2 Financial reward received for services rendered to third parties should be made over to the Company. However, if the service in question is rendered largely in the employee’s own private time, management may grant the employee permission to retain all or part of the compensation. Compensation received in respect of part-time posts held, professional not direct related to Rood Technology, with permission, may retained.
This provision does not apply to compensation for services rendered by a person in his private time, which are not related in any manner to his professional activities for Rood Technology.
4. Payments to third parties
4.1 General
Any payment for a company's products or services must be made to the company, not to an individual.
All payments must be properly and fairly recorded in appropriate books of account available for inspection by Internal Audit. There must be no ‘off the books’ or secret accounts.
No payments will be channeled through an Agent. All payments made to an Agent should be intended for the Agent itself.
Cash payments are not permitted; all payments should be made to a bank account designated in writing. Payments to a so-called numbered account with a bank are not permitted.
Rood Technology only makes payment to the provider of goods or services received. A request to divert a payment to an entity or person offshore shall always be rejected
4.2 Commission payments
Commission payments to third parties is too difficult and complex a topic to be addressed exhaustively in specific guidelines. The objective is to make sure that the hard rule laid down in the General Business Principles on the prohibition of bribes in any form is not circumvented by commission payments.
Against this background, the acceptability of a commission payment has to be determined on the basis of a thorough evaluation and assessment, by responsible management, of all relevant information in respect of the proposed commission as well as the third party to whom it is to be paid. In this respect, it is recommended that management consult with Board of Management. Consultation of Legal affairs is required to determine whether the proposed payment, or the contract in respect thereof, complies with local and international laws and regulations and with the General Business Principles.
In the event of reasonable doubt as to such compliance, and if this doubt cannot be eliminated after consultation with a higher level of management in consultation with legal affairs, the payment should not be made and the contract should not be concluded.
Any commission payment to a third party should be justified by clear and demonstrable services rendered by that party to Rood Technology. In the event of the commission payment also covering a substantial part of the activities that are generally included in cost of sales, the level of the commission may vary from country to country. In this respect it is recommended that management compare the selling price of the order with quotations offered by competitors. If the Rood Technology price differs substantially from that of the competitors, management has to make sure that the difference is not due to a difference in the amount of commission to be paid.
A commission payment equaling a double-digit percentage is not acceptable, except in the event of extreme circumstances and without prejudice to the above.
4.3 Agents, distributors, commissioners
The remuneration of an agent, distributor, commissioner and the like (hereinafter: Agent) may not exceed the normal and reasonable commercial rates for the legitimate service rendered by the agent.
An Agent shall be appointed by virtue of a service contract in writing, which shall always incorporate a reference to the General Business Principles. All such contracts shall be registered in the country. The background of the Agent must be reviewed thoroughly by the person proposing the Agent in close cooperation with the country management; evidence of such review must be available in the file. An Agent may not be a Government official. A record will be maintained of the names and terms of engagement of all Agents. The record with all relevant information about the Agents is kept at the commercial department and the Legal affairs and is available for inspection by Internal Audit at any time.
5. Facilitating payments
Facilitating payments are small payments made in money or in kind, which have to be made, in accordance with publicly known and widely followed local custom and practice, in connection with the performance, by officials in documentation, customs clearance and other matters, of their normal duties.
A characteristic of facilitating payments is that the service obtained as the result of such payment represents the legitimate function of the official concerned and does not render undue advantage to the payer in comparison with other companies.
Facilitating payments do not fall within the scope of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. In some countries, however, the legislation to implement the Convention also covers facilitating payments, as a consequence whereof an officer (or, under certain circumstances, the company) who has made such payments abroad, could be prosecuted in his home country.
In general, Rood Technology is opposed to the making of facilitating payments. The Company will promote measures to eliminate such practices; at all events applicable laws and regulations should be complied with.
6. Relations with political parties and politicians
Rood Technology companies shall not pay advisory fees, make payments or donations, in money or in kind, to political parties, political organizations or individual politicians.
Subject to applicable laws and regulations, exceptions to this prohibition may be made – where legally permissible – only if explicitly approved by theBoard of Management. In those exceptional cases where payments or donations are made, all requirements regarding public disclosure of such payments or donations shall be complied with in full.
7. Money laundering
Rood Technology will not participate in "money laundering" by entering any arrangement which is known or there is reason to suspect that it will be used to facilitate any acquisition, retention, use or control of any property or money intended to disguise the proceeds of crime. An employee who suspects a situation of money laundering shall inform the Compliance Officer
8. Employee relations
Rood Technology shall – within the framework of (local) law and common local practice – inform its employees at least once a year about the general course of the business.
9. Employment conditions
Employees will be informed about the outcome of the negotiations on employment conditions with employee representatives, if applicable, and Rood Technology shall ensure that employment policies regarding pay and/or job grading, working hours, health and safety, are clear and transparent and fully compliant with all applicable national laws.
9.1 Remuneration
Remuneration must be consistent with the provisions of all applicable wage laws, including those relating to minimum wages, overtime hours and legally mandated benefits. Any disciplinary wage deductions must be in conformity with local law. Wages will be paid regularly in check form, via bank account, or in exceptional cases, in cash. Employees will be informed about the composition of their pay and benefits in a detailed and clear manner.
9.2 Working hours
Working weeks are not to exceed the maximum set by local law and should not be more than 60 hours, including overtime, except in emergency or exceptional circumstances to meet short-term business demand. Employees will be allowed at least one day off per seven-day period. Overtime work shall be voluntary, unless agreed in a collective labor agreement or union contact, or, in emergency or exceptional circumstances, to meet short-term business demand.
9.3 Employee development
Both Rood Technology and its employees have a commitment to each other to make every effort to ensure high levels of performance and employability. To this end, Rood Technology will provide relevant training opportunities to its employees.
9.4 Harassment
Rood Technology will not tolerate harsh and inhumane treatment, including sexual harassment, sexual abuse, corporal punishment, mental or physical coercion or verbal abuse of Rood Technology employees, or the threat of any such treatment.
10. Internet, Intranet and e-mail use
No Rood Technology employee may use Rood Technology’s internal e-mail system, Intranet or Internet in any way that is illegal or might otherwise damage Rood Technology’s reputation, such as by:
- deliberately accessing, creating, displaying, transmitting, soliciting, printing, downloading or otherwise disseminating messages, information or material that is or could be construed as
- threatening, fraudulent, pornographic, discriminatory, sexually oriented, abusive, libellous, derogatory, defamatory, obscene, harassing, disparaging or otherwise unlawful or inappropriate;
- deliberately copying, reproducing, transmitting, distributing, posting or otherwise disseminating or using materials in violation of intellectual property laws or any other applicable law or regulations;
- knowingly "spamming" (the practice of sending e-mail in bulk to (random) e-mail accounts), or using information captured via the Intranet or the Internet for "spamming";
- knowingly sending unsolicited e-mails, such as product promotions etc., to individual consumers unless they opted-in to such communications;
- using it for personal gain (e.g. through on-line gambling or non-Rood Technology business activities).
No Rood Technology employee may use Rood Technology’s internal e-mail system, Internet (mail) or Intranet in any way that may interrupt its efficient and effective operation or compromise the security of Rood Technology’s or third parties' systems, such as:
- purposely circumventing security measures to gain unauthorized access to systems or data, whether belonging to Rood Technology or a third party;
- purposely compromising any computer system, whether belonging to Rood Technology or a third party (e.g. through deliberate introduction of a virus or hacking);
- intentionally creating an excess volume of non-business communication that may impair operation of the messaging environment.
Rood Technology may take measures to monitor compliance with this Directive and with local laws.
C O M P L I A N C E A N D R E P O R T I N G
Compliance Officer
It is recommended that the chief financial officer should be appointed as Compliance Officer. In this capacity she reports to the Board of Management and Supervisory Board respectively.
Reporting of (suspected) breaches, whistleblower policy
Introduction
Rood Technology encourages all its employees to report promptly any (suspected) violation of the General Business Principles, and Rood Technology ensures that employees who, in good faith, report a suspected violation (a ‘Complaint’) in accordance with this policy will not jeopardise their legal position, nor be subject to disciplinary action or retaliation on account of their reporting, even if there turns out to have been no violation.
Reporting of Complaint
Complaints should be reported to the Compliance Officer or to such other person as may be designated in a Directive. The contact details of the Compliance Officer are published on the Rood Technology intranet (pww.manual.Rood Technology.com). However, if the (suspected) violation relates to the Compliance Officer or somebody to whom the complaining employee reports, the Complaint may be reported to the Chairman of the Supervisory Board. Alleged irregularities of a general, operational and financial nature concerning the functioning of the members of the Board of Management shall be reported to the Chairman of the Supervisory Board (Amstelplein 2, HBT-14, 1096 BC Amsterdam, The Netherlands).
Complaints may be made by phone, e-mail, regular mail or fax or, where available, via a toll-free hotline. Complaints may be submitted on an anonymous basis. If so requested, the employee may approve the text of the reported violation and/or he/she will be provided with a copy of the report.
Content of Complaint
To assist Rood Technology in the response to or investigation of a Complaint, the Complaint should be factual rather than speculative, and contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of the matter that is the subject of the Complaint. It is less likely that Rood Technology will be able to conduct an investigation based on a Complaint that contains unspecified wrongdoing or broad allegations without verifiable evidentiary support. Without limiting the foregoing, the Complaint should, to the extent possible, contain the following information:
- the alleged event, matter or issue that is the subject of the Complaint;
- the name of each person involved;
- if the Complaint involves a specific event or events, the approximate date and location of each event; and
- any additional information, documentation or other evidence available to support the Complaint.
Investigation
Upon receipt of a report, the Compliance Officer will arrange for an investigation of the alleged breach. As soon as reasonably possible, but at least within two months, the Compliance Officer will inform the employee of the outcome of its investigation. If the investigation is not completed within two months, the Compliance Officer will inform the employee of the expected date of completion. If the employee who filed the report is not satisfied with the reported outcome of the investigation by the Compliance Officer or the Compliance Officer does not handle the report in accordance with this procedure, he/she is encouraged to inform the Chairman of the Board of Management hereof in writing; the Chairman of the Supervisory Board will respond to such employee in writing as soon as possible.
Confidentiality
Rood Technology shall maintain the confidentiality or anonymity of the person making the Complaint to the fullest extent reasonably practicable within the legitimate needs of law and of any ensuing evaluation or investigation. Legal or business requirements may not allow for complete anonymity. Also, in some cases it may not be possible to proceed with or properly conduct an investigation unless the person making the Complaint identifies himself or herself. The identity of other persons subject to or participating in any inquiry or investigation relating to a Complaint shall be maintained in confidence subject to the same limitations. Also the person making the Complaint shall treat the Complaint confidentially.
No reprisals
Employees are entitled to protection from retaliation for having, in good faith, made a Complaint, disclosed information relating to a Complaint or otherwise participated in an investigation relating to a Complaint. Rood Technology shall not discharge, demote, suspend, threaten, harass or in any manner discriminate against an employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of Complaints or participation in a related investigation. An employee's right to protection from retaliation does not extend immunity for any complicity in the matters that are the subject of the Complaint or an ensuing investigation.
Recording of reported breaches
All breaches reported to the Compliance Officer should be properly recorded in the Violations database. An overview of the reported breaches and the action taken must also be included in the twice-yearly report by the Compliance Officer to the Supervisory Board.
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