Transparent and Responsible Management
This Code of Conduct is a binding guideline for all staff members of the company and its subsidiaries. If international subsidiaries are subject to stricter rules based on national legislation, these have priority.
The Code of Conduct is based on our ethical values and the business principles these give rise to, and that are characterised by integrity and loyalty. We are honest business people and therefore committed to the highest ethical standards. We have a great responsibility towards our customers. Our customers and business partners can rely on us. This means, in particular, that we always observe the applicable laws and regulations, compete fairly and are reliable partners. We are convinced that this is the only way to remain competitive and to therefore secure jobs and financial success on the long run.
It is not possible or desirable to cover everything in a Code of Conduct. It merely provides for general principles and minimum standards that are equally binding for all staff members and that must be put into practice. In addition to these, we would like to encourage everyone who works with us to make these principles their own.
The purpose of the Code of Conduct is to implement our principles:
- Our actions are determined by integrity and lawful behaviour.
- Our activities are characterised by the goal to safeguard and reinforce the CEWE Group’s position as Europe’s leading photography service provider.
- Our business relationships are fact-based and we reject any illicit methods.
- We avoid any conflicts of interest between the CEWE Group and private interests.
- We treat any business information and company secrets as confidential.
- We do not tolerate any abuse of status to achieve personal advantages, advantages for third parties or disadvantages for the CEWE Group.
1. Principles for Dealing with Employees, Customers and Business Partners
CEWE expects that all employees, customers and business partners are treated fairly and that their rights and their privacy are respected. There must be no discrimination based on an individual’s gender, race, a disability, descent, religion, age or sexual identity.
The company does not tolerate sexual harassment. We also do not tolerate bullying. Indications of this are in particular defamations against an employee or their family, the spreading of rumours, threads, humiliations, insults, harassment, defamatory or humiliating treatment by superiors or colleagues, and intentional withholding of information that is required for work. Affected staff members have the right to be heard and taken seriously by contact partners such as superiors, the works council and the HR department.
2. Avoiding Conflicts of Interest
Private and business interests must be kept strictly separate. Business connections and contacts must not be used for one’s own advantage or to the benefit of any third parties, or be used in a way that is disadvantageous to the company. If a conflict of interest is possible or imminent, staff members must speak to their superior in case of any doubt. They must seek advice and support from their superior, the HR department or the compliance officer. All employees are also able to consult the works council or the ombudsperson.
To rule out any colliding interests between the company and the private sphere, staff members of the company should generally refrain from commissioning business partners of the CEWE Group for any private purposes. The compliance officer must be informed immediately, if it becomes apparent at a later date that a business partner of the CEWE Group was commissioned for private purposes.
2.2 Conflicts of Interest Due to Secondary Activities
All staff members of CEWE must seek approval from the HR department/Executive Board, if they wish to perform any secondary activities. CEWE is going to reject or withdraw approval for a secondary activity, if there is any indication that such activities affect the fulfilment of tasks defined in the employment contract and / or that any legal obligations or obligations under employment law are violated.
Secondary employment with a competitor or any other business partner is generally not permitted, to rule out conflicts of interest.
2.2 Conflicts of Interest Due to Shareholdings
Significant shares held in other companies in the direct business environment (including in particular competitors, customers and suppliers) are only permitted subject to explicit written approval by the CEWE Executive Board.
Significant shares held in competitors, customers or suppliers by close relatives must be communicated.
3. Dealing with any Benefits Received
Manufacturers and suppliers must only be selected based on fair competition and on prices, quality and suitability of their services. The same rule shall apply for all other business partners and service providers. Staff members of the CEWE group must not request, accept promises of, or accept any advantages from third parties with whom the CEWE Group does or seeks to do business.
3.1. Gifts and Other Benefits
Other benefits include, for example, financial incentives, use of objects free of charge or at a reduced rate, discounts, invitations for recreational travel, or free tickets for special events. CEWE staff members must generally reject any gifts. If this is not possible as a matter of courtesy, they must immediately hand over such gifts to their superior, the HR department or the compliance officer. They are then donated to charitable organisations, or auctioned among the employees, or used for other corporate purposes. Staff members must inform their superior about any offers of other benefits and these must be documented. The company management may approve of deviations from this rule in exceptional cases.
It is generally not permitted to accept any cash.
Private travel that is combined with business travel, or business trips must not take place at the expense of business partners or third parties. Such travel expenses must always be settled in line with the applicable rules for travel expenses.
3.2 Business Dinners and Invitations
Business dinners that can be considered customary with regard to their occasion, type, frequency and extent (i.e. that serve a justified business purpose) are permitted, provided that the invitation has been issued voluntarily and within the framework of normal cooperation. However, any impression of improper manipulation regarding business decisions should be avoided. All staff members are expected to handle such matters with an adequate level of sensitivity.
Invitations from business partners or service providers to any other events (e.g. sports or cultural events, in-house trade fairs, product information events, seminars, training sessions, etc.) are only permitted, if they are appropriate in type and scope and can be objectively considered customary. However, prior approval of the staff member’s superior is required in each case. Any arising travel and accommodation expenses must generally be borne by CEWE.
Members of the company management may accept and issue invitations to events including adequate catering, provided that such events serve a business purpose and the interests of the CEWE Group.
4. Benefits for Business Partners
Business partners must not be granted any financial or other benefits that may affect the recipient’s judgement or may lead to a conflict of interest.
4.1 Gifts and Other Benefits for Third Parties
No other (in particular financial) benefits must be offered, promised or granted to any business partners. Gifts may be presented within the customary context of a business relationship and on an appropriate scale. The recipient must not perceive such gifts as an advantage that might have an impact on their business decisions in a way that is beneficial to the party presenting the gift. Gifts must generally not exceed a value of EUR 50.00 per person per calendar year. Any deviations from this rule require prior approval by the company management, and the compliance officer must also be informed.
Business dinners that can be considered customary with regard to their occasion, type, frequency and extent (i.e. that serve a justified business purpose) are permitted. The relevant details are specified in the expenses rules.
4.3 Conduct Towards Authorities and Public Officials
Political office holders and representatives of authorities or public institutions (public officials) are committed to general welfare. Only appropriate and occasion-related gifts that are in line with recognised social rules of politeness and that do not affect their position or their political duties are therefore permitted (e.g. flowers or a bottle of wine on a birthday, service anniversary, or retirement from office).
The CEWE Group makes donations to charitable, social, cultural, sports and scientific purposes to participate in social and civic life to a customary extent. The Group does not make any direct or indirect donations to political parties or foundations that are affiliated with parties.
6. Fighting Economic Crime and Corruption
CEWE is opposed against all forms of corruption and connected crime. Our company strictly rejects corruption and does not tolerate it in any form.
The term corruption is commonly used to refer to an abuse of entrusted power to pursue one’s personal interests. From the perspective of criminal law, these are offences concerning bribery, corruptibility, and the acceptance and granting of benefits (§ 331 to § 335 of the German Penal Code). Bribery and accepting bribes in business transactions are criminal offences that may result in a fine or imprisonment for up to three years, and in severe cases up to five years (§ 299 and 300 of the German Penal Code).
CEWE fights corruption preventively, by taking suitable organisational measures and through human resource arrangements. In addition to this, the company does everything within its power to detect and prosecute corruption and related criminal acts, irrespective of the individual concerned.
Staff members who experience attempted bribery must inform their superior and/or the compliance officer immediately.
Staff members who suspect corruption or other criminal acts or severe irregularities should report such suspicions.
Points of contact in this context are their direct superiors, the compliance officer and the anti-corruption ombudsperson that has been appointed by the company. They accept information about possible cases of corruption. Based on their professional obligation to secrecy as a lawyer, they will treat such information as strictly confidential. They will only pass on the information to the compliance officer, if the informant explicitly agrees to such disclosure. The informant’s identity is not disclosed, if they wish to remain anonymous.
7. Public Appearance
The company generally appreciates involvement in public or charitable organisations, clubs or public functions on a local or supra-regional level as well as voluntary work, provided that such commitment or volunteering activities to not put the fulfilment of any duties that arise from the employment contract at risk, and that such involvement is compatible with the staff member’s position in the company. Staff members must coordinate the assumption of such commitments with their superior or the HR department.
Business-relevant public statements made by senior staff members in interviews, lectures or publications must be in line with the interests and targets of the company, with regard to their timing, context and content. They must therefore always be coordinated with the company management, and in the case of any media contact, also with the person in charge of corporate communication.
8. Protecting Corporate Property and Data, Secrecy Obligations
All CEWE staff members are obliged to treat company property responsibly and to protect it against loss, damage or misuse. This includes items provided for use such as computers, devices, etc., as well as immaterial goods, such as relevant data, company secrets, patents and brands.
Staff members must not use the company’s facilities or items for private purposes or remove them from the company premises, without their superior’s explicit approval. There are separate work instructions for IT use that provide for the details regarding laptops, phones, etc.
Staff members must maintain absolute secrecy regarding all company and business secrets for the duration of their employment and after its termination.
9. Insider Rules
Persons with access to inside information regarding the CEWE Group must not participate in any trading activities that involve the company’s shares listed on stock exchanges. The term inside information refers to any information that has not been published, and that may have an impact on an investor’s decision to buy, sell or hold on to a share (§ 13 and 14 of the German Securities Trading Act).
The CEWE Group keeps a list of insiders that includes all persons with access to potential inside information.
Inside information must not be disclosed to any persons outside the CEWE Group without authorisation (e.g. to journalists, financial analysts, customers, advisers, family members or friends). It must be ensured at all times that any relevant inside information is kept under lock and key so that it cannot be accessed by any unauthorised parties.
10. Compliance with the Code of Conduct
10.1 Compliance with the Code of Conduct and Consequences of Violations
Each staff member is responsible for observing the provisions of this Code of Conduct in their daily work.
Senior staff members are particularly obliged to lead by example and be role models, when it comes to compliance with the principles and to acting with integrity and loyalty. They must ensure in particular that this Code of Conduct is implemented and brought to life in our everyday business activities.
Anyone who violates the rules of this Code of Conduct must expect sanctions under employment law which may go as far as a termination of the employment relationship, irrespective of the individual concerned. If violations cause any harm to the company, compensation claims will be asserted against the responsible person, as far as the law allows. In addition to this, the company will report any suspected crimes to the authorities.
10.2 Contact Person for Questions About the Code of Conduct
Staff members who have any questions or uncertainties regarding behaviour in line with the Code of Conduct should consult their direct superior, or the staff member responsible for the next level up in hierarchy. If this is not possible or unwanted, staff members can contact the HR department, the compliance officer and the members of the works council. In addition to this, all staff members can also contact our ombudsperson free of charge.
Any more stringent arrangements provided for in the employment contract or in specific guidelines for particular persons shall remain valid. The provisions of the respective employment contracts continue to apply. Relevant company regulations must be observed.
Based on experience, this Code of Conduct shall be developed further and improved as needed. It must therefore be reviewed regularly and revised in due course.