Code of Ethics
1. General Provisions
1.1. Code of Ethics (hereinafter referred to as the Code) determines and sets the basic principles and rules of professional behaviour in business, as well as the ethics of corporate relations, binding upon Magnezit Group (hereinafter — the Group) and for the Group employees (hereinafter — the employees).
1.2. The Group in its business practice always gives weight to socially important aspects of its activities, bearing in mind its responsibility to its shareholders, customers, business partners, society in general and the state as a whole (hereinafter — persons concerned).
1.3. The Group shares the basic standards and principles of ethics as fixed by the Russian Code of business ethics (Russian Chamber of Commerce and Industry, 1998), Charter of Corporate Business Ethics (Russian Union of Industrialists and Entrepreneurs, 2003), Corporate Code of Conduct (Federal Commission for the Securities Market, 2002).
1.4. Adhering to ethical business practices and principles provides the Group with an opportunity to avoid unjustified risks, contributes the strengthening of the Group’s positions both on the domestic and international markets, promotes the successful and efficient activity, financial stability, growth of capitalization and profit.
1.5. Provisions of the present Code are based on the standards and norms of the current legislation of the Russian Federation, as well as on the documents and regulations mentioned above, include the internal documents and by-laws of the Group and comply with the general conventional standards of business practice and ethics.
1.6. In cases that the standards and norms of ethics as fixed by this Code appear to be superior to those set by the general business practice and applicable law, the Group shall adhere to the standards and norms determined by the present Code.
1.7. All employees should always follow the standards fixed by this Code, when they are operating for and on behalf of the Group, regardless of the place of their location, as well as of the fact, whether their job in the Group is permanent or combined.
2. Basic corporate values and principles
Basic corporate and social values and principles of the Group commercial activity, which form the basis for the present Code, are the following:
2.1. Respect for the individual dignity and worth
The Group adheres to the position of respect for human rights and freedom regardless to the race, nationality, social position, [political convictions and legal status, and observation of these rights and freedom represents for the Group the value of utmost importance;
2.2. Honour and mutual respect
The Group builds its relations with the customers, employees, business partners and officials representing any governmental and local authorities on the basis of honor and mutual respect. The Group always shows the expressed attention and respect for all and any values, `feelings and positions thereof;
2.3. Fairness and Justice
The Group always shows respect for individuals and takes care of them, refraining at the same time from granting of unjustified privileges and advantages while recruiting and promoting its employees, as well as when providing any material incentive;
2.4. Legality and Responsibility
The Group aspires to strict observation and compliance with the general conventional principles and standards of the international law, legislation of the countries and states the Group carries out its activities in, as well as the provisions of this Code and other internal enactments.
The Group shall be responsible to its shareholders for the results of its activity, to the customers for the quality of its products and services, to the business partners for proper discharge of its contractual obligations, and to the people and state for the respect for individual human rights and freedoms and for contribution to the development of the economy of Russia;
2.5. Profitability
Profit gaining should be considered as the positive value since it not only gives an opportunity for the shareholders to exercise their right for dividends, but also provides for the stable growth, development and progress of the Group;
2.6. Meeting the customers’ demands
The Group understands and recognizes that profit gaining is possible only and exclusively if the expectations and demands of the customers are satisfied due to provision of products and services of the highest quality;
2.7. High quality of products and services. Professionalism
The Group exerts all efforts as required to provide the manufacturing of competitive products up to the highest standards of quality;
The Group follows the principles of fair pricing;
The Group aspires to permanent self-improvement, innovations, seeks for the optimal means and opportunities for making its work more efficient and effective.
2.8. Openness
The Group adheres to the policy of maximum openness and transparence of its activities for all the persons concerned, and builds its relations with its customers and business partners on the basis of equality and openness.
2.9. Devotion to the Group
Employees of the Group are loyal and devoted to the common work and always try to attain the fixed goals; 2.10. Health protection and Labour efficiency
The Group considers its personnel as the basic and most important component of its long-term and stable development and progress.
Provision of labour safety and protection of the employees’ health represent the key priorities of the Group activity. The Group not only provides for the personnel health protection measures as are prescribed by the law, but also carries out a number of special programs in this field.
2.11. Safety and security
The Group takes all measures as required to prevent all and any illegal and wrongful acts, which can be committed by any third persons against the Group, its shareholders, customers, business partners and employees.
3. Relations with the persons concerned
3.1. Relations of the Group with the persons concerned are based on the principles of good faith, honesty, mutual respect and trust, professionalism, supremacy of the customer’s interests, inviolability of obligations, complete disclosure of information as stipulated by the applicable law, priority of negotiations to the trial.
3.2. The employs should make all the efforts to minimize all and any risks of the customers and business partners of the Group. At the same time, such minimization of risks of the Group customers and business partners should in no case result in the increase of the risks of the Group.
3.3. The Group always aspires to discharge its contractual obligations in full and values all and any business relations built. In particular:
3.3.1. — the Group carries on negotiations on conclusion of contracts with due observation of principles of mutual respect and mutual advantage;
3.3.2. — high professional level of work, wide range and high quality of products and services form the foundation for business relations of the Group;
3.3.3. — in case of any dispute or disagreement arose the Group shall make all the reasonable efforts to achieve the mutually acceptable and fair settlement.
3.4. Employees of the Group shall pay due attention to proper consideration and provide timely response to all and any remarks, complaints and claims as advanced by any third persons against the Group.
4. Relations with the Competitors
4.1. The Group builds its relations with the competitors on the basis of honour and mutual respect. The Group considers its competitors as the additional stimulus to its development and improvement.
4.2. The Group proceeds from the principle that any violation of world conventional business practices and standards of business conduct is inadmissible, as far as it impedes the achievement of the goals fixed and includes high reputation risks.
4.3. In case of any disputes and disagreements occurred in course of competitive struggle the Group shall give the priority to negotiations and search for compromise and any amicable settlement of the problem
5. Relations with the employees
5.1. The Group builds its relations with its employees on the basis of long-term cooperation, mutual respect and strict fulfillment of mutual obligations.
5.2. The Group shall permit in regard to its employees no manifestation of discrimination for political, religious, national, gender or any other reasons, in payment for labour and promotion.
5.3. The Group shall take all and any reasonable measures to provide the protection of health, including by way of implementation of new techniques and technologies for the purpose of improvement of labour conditions and provision of the employees’ safety, strictly following the principle of the employees’ equality in rights and opportunities. The Group shall provide all and any conditions as required for professional advance and social welfare of its employees.
5.4. The Group shows true understanding of its employees’ participation in any public, educational or scientific activity, provided that such activity results in no negative influence to the Group in general and to the employees’ possibility to perform their professional and official duties.
5.5. The employees shall prevent all and any situations, which can result in infliction of any damage to goodwill, other tangible and intangible interests of the Group.
5.6. The employees shall provide the keeping and storing of any inside business information in due compliance with the appropriate provisions of the law of the Russian Federation, this Code, internal documents of the Group, and refrain from any disclosure of such confident information as related to the Group and its subsidiaries, and abstain from use of any such information in their own interests or for the interests of their affiliates, except for the cases, when the disclosure of such information is expressly permitted or is obligatory in virtue of the appropriate provisions of the applicable law.
6. Corporate Culture
6.1. The Group considers its image as a significant instrument to achieve the goals fixed and fulfill the tasks, which the Group faces. In this regard the regular activity aimed at the following of the corporate culture requirements and maintaining of personal professional image represents one of the most important duties of all the employees and officials regardless of the position occupied.
6.2. Any employee, regardless of the level, type and method of communication, should be polite, amicable, sympathetic, friendly, tolerant to any display of incorrect attitude on the part of the customers or business partners.
6.3. Any employee should maintain the labour discipline. In cases that any circumstances occurred can possibly result in any violation of the discipline, the employee concerned should notify the immediate superior. In such a case the employee shall make all the efforts to minimize the possibility of occurrence of such circumstances.
6.4. The employees shall follow the fixed dress code as appropriate to the image of the Group and recommended by the Group. Appearance of an employee should in no way be defiant or slipshod.
7. Commercial Activity
7.1. The Group directs its commercial activity for the establishing and development of business contracts with the customers and partners, as well as with any other persons concerned, on the long-term and mutually advantageous basis. All employs should strictly follow the principles of honour, good faith and reason in dealing with the customers and competitors of the Group.
7.2. For the purpose of decision making the employees should be ready to bear the appropriate responsibility for the activities carried out, and to discuss all and any problems of ethics nature with the immediate superiors. If no acceptable decision is made on the results of the discussion, then the employee is empowered to address the Human Resources Department for elucidation.
8. Protection of Environment
8.1. The Group announces the protection of environment as one of the main tasks of its activity. The Group makes all efforts to minimize the affect of its business activity towards the environment, people’s health and its personnel, using certain methods as the following:
8.1.1. rational and efficient use of the mineral and raw materials base;
8.1.2. optimization and modernization of production facilities, introduction of innovation technologies for the purpose of minimization of hazardous harmful environmental impact and reduction of effluents, improvement of the safety level of production processes and industrial objects;
8.1.3. efficient utilization of power and water resources, implementation of the modern advanced technological solutions for the purpose of reduction of harmful effects and cost optimization;
8.1.4. development of solutions for utilization and reclamation of wastes, recycling, recovery and secondary use of natural resources.
8.2. The Group adheres to strict compliance with all and any official standards of industrial safety and environmental protection.
8.3. The Group carried out its activity pursuant to the appropriate international principles and practices related to protection of environment.
8.4. The Group always extends the support to population of the localities and regions, where it carried out its production activity, including through any charities and philanthropic institutions, funds, educational institutions and organizations of the similar type, and the Group aspires to use the knowledge gained and experience in the field of ecological safety and protection of the people’s health.
9. Provision of the Group property safety
9.1. All employees should provide reasonable and efficient use of the property of the Group and prevent its utilization in any way contradictory to the fixed intention, or the loss of the property. Property of the Group is intended to provide to the employees the appropriate assistance for achievement of their official goals.
9.2. For the purpose of protection and proper utilization of the Group’s property employees should:
9.2.1. act with due circumspection and caution in order to prevent any theft, damaging or improper usage of the property of the Group;
9.2.2. without any delay notify the immediate superior on the actual or assumed theft, damage or improper utilization of the Group property;
9.2.3. provide the protection of computer systems, databases, communication facilities and written materials from unintentional, unauthorized or illegal assess on the part of any third persons;
9.2.4. — use the property of the Group, as well as any software products and communication networks, only and exclusively for the lawful business purposes in accordance with the appropriate official duties.
10. Accounting and Financial Statements
10.1. Provision of the complete, correct and true data to be presented in the accounting balance sheet and financial statements is the key component of efficient and transparent activity of the Group. Such data represent one of the basis sources for making of strategic and business decisions in course of the Group activity.
10.2. Employees should, pursuant to their professional and official duties, honestly, correctly, in good time and in full keep all the records and prepare reports on the activity of the Group.
10.3. Any employee, having or obtained any information on violation of the accounting principles and policies, including on the misuse of funds or on unrecorded property of the Group, should without any delay notify his/her immediate superior and Department of internal control.
11. Disclosure
11.1. In order to protect the interests of its shareholders and investors the Group shall provide the disclosure of information on its business activity pursuant to the law of the Russian Federation and international standards on the basis of principles of reliability, regularity, promptitude of submission, balance between the openness of the Group and observation of its commercial interests.
11.2. Volume of information to be disclosed and submitted to the customers and business partners should be determined according to the character of services to be rendered to these persons pursuant to the law of the Russian Federation, this Code and other internal documents of the Group.
11.3. Customers and business partners of the Group can be certain that any information related to them, their business or other activities, is treated as confidential and is not a subject to disclosure, except for the cases provided for by the law of the Russian Federation, or if the disclosure is made with the consent of such customer or business partner and constitutes no contradiction to the contract concluded.
11.4. Dissemination by the employees of any information on the Group activity to any mass media representatives is to be provided in compliance with the appropriate requirements and provisions of the applicable law and internal documents of the Group.
12. Observation of the Law
12.1. Each employee shall observe the law of those countries, where he/she executes his/her official and professional duties. 12.2. The Group shall provide the observation by its employees of the law applicable and related to their professional duties.
13. Conflict of Interests
13.1. The Group carries on the policy for maximum possible avoidance of conflict of interests of the employees, members of the bodies of management and the Group.
13.2. Conflict of interests occurs if any of the personal, social, financial or political spheres of the employees’ activity result in the appearance and/or possibility of appearance of a danger of a lost of loyalty and impartiality in regard to the Group.
13.3. The Group recommends its employees to notify their immediate superiors or the Human Resources Department on the availability or potential probability of conflict of interests.
13.4. The Group recommends its employees to disclose the information, which can directly or indirectly cause the conflict of interests, in full.
14. Code Violation
14.1. Any illegal acts committed by the employees, including the acts representing any violation of this Code provisions, can result in infliction of a loss to the Group in the form of penalty sanctions imposed, legal action for recovery lodged, loss by the Group of its good business standing and authority within the appropriate business community, etc.
14.2. All and any questions and messages of the employees related to any abuse of the law or violation of the Code, known to them or expected, are the subjects to thorough and fair consideration and investigation.
14.3. In each particular situation the case on violation of provisions of this Code should be examined with due consideration of all the circumstances. Any employee accused of violation of this Code should be provided with an opportunity to present his/her version of the case before the final decision on imposing of any penalty upon this employee is made.