The Grupa Azoty Group’s Code of Ethical...

The Grupa Azoty Group’s Code of Ethical Conduct

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THE GRUPA AZOTY GROUP’S CODE OF ETHICAL CONDUCT

The priority for the Grupa Azoty Group is to conduct its business in a responsible and reliable manner. This is exactly how we want to be perceived by our business environment. Our ambition is to communi-cate our core values and standards of conduct openly and clearly.

To this end, we have decided to summarise the expected attitudes, types of behaviour and practices in this Code of Ethical Conduct. This document describes the direction of the measures we are taking to fos-ter good employee conduct and improve the way in which we build relations with our business environ-ment. But, first and foremost, it is our commitment that we want to keep in mind every day.

This document highlights the standards of conduct expected from the Grupa Azoty Group and its employ-ees. All declarations contained in this Code are treated with utmost seriousness, and we assume the ob-ligation to act in a manner that is fully consistent with the Grupa Azoty Group’s Code of Ethical Conduct. The Code is available to all our stakeholders.

The Grupa Azoty Group’s Code of Ethical Conduct is addressed to all employees at the Grupa Azoty Group, irrespective of their job, length of service, form of contract, working time arrangement, and scope of responsibility.

The Code is also targeted at our customers, trading partners, shareholders, and other stakeholders in the Grupa Azoty Group’s business environment. This Code is meant to put a spotlight on the values and prin-ciples we have embraced, and we do believe that our trading partners will fully respect our adherence to the content and the spirit of the Grupa Azoty Group’s Code of Ethical Conduct.

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Introduction

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Core Values

The Grupa Azoty Group’s Code of Ethical Conduct defines and describes our core values. It is a set of

general rules of conduct, which can be broken down into specific requirements, described in more detail

below. The core values of the Grupa Azoty Group are an ethical compass that should guide our actions

in a case where a specific situation is not provided for directly in the Code. They are also a form of decla-

ration to our stakeholders, highlighting the overriding principles embraced by the Grupa Azoty Group,

which we always bear in mind in building relations with our employees and business environment. At the

same time, they constitute our firm commitment towards continuous growth and active development of

our corporate culture, including in the ethical dimension.

The core values of the Grupa Azoty Group are:

Efficiency – We define efficiency as responsible management of our tangible and intangible assets based on the cost-benefit analysis. We manage all our assets so as to maximise benefits to our shareholders and other stakeholders.

Professionalism – We make every effort to ensure that our approach to company management, standards of conduct, and control systems are well designed, effective, and conducive to the achievement of our business strategy. For us, to be professional is to apply highest standards of care and to make proper use of our expertise, skills and business competence.

Cooperation – We build relations with our stakeholders in a manner that maximises benefits to the Grupa Azoty Group, but also considers and respects the interests of our counterparties. This involves communi-cation aimed at achieving a win-win situation, building trust, and attaining common goals.

Respect – We refrain from taking any measures or decisions and from making any statements which could infringe on the dignity of another person. It is our duty to respect any nationality, race, gender, age, dis-ability, religion, political beliefs, sexual orientation, as well as different views and opinions.

Transparency – We openly communicate all our decisions and actions, their underlying circumstances, as well as our expectations and requirements. We are guided by this principle in all areas of our activity, except those which must remain confidential for business or legal reasons.

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Part I Ethical values and principles applying to the conduct of the Grupa Azoty Group’s business

1. General principles and scope of application

The ethical values and principles adopted at the Grupa Azoty Group are a set of standards governing our business and ethical behaviour, and applying to the Group’s key stakeholders: employees, shareholders, trading partners, and local communities. Those standards are consistent with the principles set forth in the Grupa Azoty Group’s Code of Organisational Culture.

The Grupa Azoty Group’s ethical values and principles also define a set of common values and objectives aimed at reinforcing the Group’s image as a socially responsible company, which operates based on the professional approach and high standards of behaviour of its employees, as well as mutual respect in rela-tions with the personnel and the entire business environment. They also set standards of conduct for all trading partners of the Grupa Azoty Group.

Responsibility in business, in line with the principles of sustainable development and corporate social responsibility, is the cornerstone of all our activities and part and parcel of our business strategy. The Grupa Azoty Group seeks to minimise its negative impact on the environment and improve its manage-ment processes, promotes an open information policy and dialogue with local communities, and cares for the safety of our personnel and immediate surroundings.

2. Compliance with the law

in all areas of its activity, the Grupa Azoty Group complies with the applicable acts of law, regulations, and other provisions of the national, European, and international laws. Furthermore, we act in accordance with industry regulations and provisions of local law. We also conform to the decisions issued by compe-tent authorities at the national, regional and local level.

3. Code of conduct in respect of stakeholders

We are engaged in a large-scale business; therefore, one of our ambitions is to be recognised as a good partner in relations with all entities in our value chain.

3.1. Customer – our partner in business

Customers are among the key partners of the Grupa Azoty Group. They build the Company’s value with us, and we contribute to the achievement of their business targets. Being well aware of their importance to our operations in a short- and long-term perspective, we make sure that our employees take care of the best interest of each customer. We strive to build our relations based on partnership. This is a rule we should always bear in mind when discussing the customers’ expectations as to our portfolio of products and service quality, as well as their targets and development directions. We make every effort to obtain such information, adapt to the ever-changing market conditions, and, consequently, earn and strengthen the customers’ trust.

Our approach to customer relations manifests itself best in the following principles:

■ In business relations, we always keep our word.

■ We offer to our customers top quality products at a price level that brings benefits to both sides.

■ Our goal is to actively identify the needs of our customers and meet them halfway, tailoring our offer accordingly, and we do our best to help customers solve any problems they may encounter in their operations.

■ We focus on the development of transparent and professional relations between our employees, especially sales representatives, and customers.

■ Our customers receive complete information about the range, properties and intended use of our products, with the exception of any information that constitutes business secrets or is protected under generally applicable laws.

■ We only provide reliable and accurate information on our products.

■ We educate our customers and actively develop their knowledge and awareness of the economically viable and safe use of our products.

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■ Our customers in all corners of the world are offered efficient and timely service.

■ Any complaints and negative feedback from customers are explained on a case-by-case basis, in good faith, having regard to the customers’ legitimate interests. We analyse their grounds, and on that basis we initiate and implement appropriate measures to prevent similar situations in the future.

3.2. Suppliers and trading partners – the key link in the value chain

We are well aware of how important it is to always maintain the highest quality of products and servic-es offered to our customers. Therefore, our relations with suppliers and other trading partners must be based on integrity, transparency, professionalism, and mutual respect, since we believe that a coopera-tion model based on those values enables all entities in the value chain to achieve sustainable growth, while meeting the expectations of all customers for all our products.

Our cooperation with trading partners, including suppliers, is based on the following principles:

■ When selecting a trading partner, we adhere to all generally applicable laws and internal regulations, at the same time paying due regard to the need to satisfy our customers’ expectations.

■ We provide reliable information to all suppliers who express interest in doing business with us.

■ We take utmost care to protect all information disclosed to us by suppliers and other trading partners.

■ We treat our declarations seriously. We deliver on our commitments in a timely manner and in keeping with the agreed terms of business.

■ Suppliers are evaluated only on the basis of facts and business data, and we communicate any feedback on our cooperation only in good faith.

■ We communicate our standards of conduct and requirements relating to the rules and terms of business.

■ We expect the same approach from our trading partners.

3.3. We are a good neighbour

We operate in a number of locations, in different local communities, and we are part of their reality. Our relations should be based on mutual understanding of the conditions in which we operate and on unwa-vering confidence in the other party’s intentions. We believe in open and honest communication. Our efforts focus on the mitigation of negative impacts and reinforcement of positive effects of our activities.

As a member of local communities, we are guided by the following principles:

■ We are open and willing to cooperate.

■ In any contacts with representatives of the local communities, we take care to respect their dignity and good name.

■ In situations of conflict, we always look for the ways to protect the legitimate interests of all parties.

■ We are sensitive to the needs of our environment.

■ We are not guided by any political views.

3.4. We take a responsible approach to the natural environment

Protection of the natural environment is our duty, and our commitment towards the shareholders, em-ployees, local communities, and future generations. With this in mind, we are taking efforts to foster sus-tainable development of our Company, with due respect for the environment.

As a company that attaches great weight to environmental protection, we are guided by the following principles:

■ We comply with the generally applicable environmental protection laws.

■ We have developed and we keep improving our management systems in the area of environmental protection.

■ We analyse environmental risks arising from our activities and we take preventive measures whenever necessary.

■ We are committed to efficient management of the resources used in our production processes.

■ We make every effort to apply environmentally-friendly technologies.

■ We take care of the natural environment in all places where we work.

■ Our educational initiatives are focused on improving environmental knowledge both within the Company and in its business environment.

We have also adopted the commitments of the Responsible Care initiative – a global voluntary environ-mental programme of the chemical industry’s leaders.

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4. Corporate responsibility

4.1. Legal liability

We actively manage compliance risk with respect to all laws applicable to the Grupa Azoty Group’s activi-ties. Any decisions of the Group’s governing bodies or any measures initiated inside or outside the Group are preceded by consultations with legal departments or with specialists from external law firms.

As an enterprise with a global presence, we need to comply with legal regulations applying on the mar-kets where we operate. We also respect international law in the area of human rights.

4.2. Protection of privacy, confidentiality and business secrets

As part of our operations, we collect and maintain information relating to employees, customers, sup-pliers, and other trading partners. It is a fundamental obligation of everyone at the Grupa Azoty Group to protect such information at all times and to use it only for a clearly defined and legitimate purpose. Any breach of the confidentiality of information entrusted to the Grupa Azoty Group’s employees will entail not only disciplinary measures taken by the employer, but may also lead to legal action against Group companies.

Our approach to the protection of privacy and confidentiality of information is based on the following principles:

■ Compliance with all regulations and rules relating to the protection of privacy of our employees and trading partners.

■ Disclosure of confidential information only to authorised persons.

■ Immediate notification of any gaps identified in the data protection system.

■ Securing any sensitive data to which we gain access accidentally through an employee’s mistake or fault.

4.3. Transparent communication with the market environment

In our external communication, we always do our best to communicate reliable and accurate information. This applies to our relations with the shareholders, as well as the media, prospective investors, financial analysts, and other stakeholders. The Group communicates with its market environment only through duly authorised employees, always bearing in mind the best interest of the Company, its shareholders, all employees, and trading partners.

The fundamental principles of communication with the market environment are as follows:

■ We only communicate accurate information, on a timely basis and in accordance with the principle of equal and non-discriminatory access.

■ We communicate in a professional manner, with a focus on fostering effective cooperation and building good relations.

■ Our contacts with the media are handled exclusively by the organisational units responsible for media and investor relations.

■ We report our actual and forecast financial results according to the specific requirements applying to public companies.

4.3.1. Relations with the shareholders

An effective combination of tangible and intangible assets is the foundation of a company’s value, facilitating the development and continuous improvement of competencies. Therefore, in its relations with the share-holders, the Grupa Azoty Group focuses on:

■ Building well-grounded and stable relations with institutional investors and brokers based on the principle of solidarity.

■ Providing reliable information to our shareholders and the market on the implementation of the Grupa Azoty Group’s strategy and its financial standing.

■ Communicating accurate information in a professional manner, especially in compliance with the requirements applicable to public companies.

The Grupa Azoty Group supports fair and open trading in securities (including shares and other equity instruments), and our employees are prohibited from trading in any shares or other securities of Grupa Azoty, any other Group company, or any other entity, on the basis of inside information gained in connec-tion with their work.

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4.4. We manage conflicts of interests

We respect our employees’ right to make their own independent choices, be it personal, financial or po-litical. However, the employees are required to avoid any situations which might give rise to a conflict of interest. A conflict of interest takes place when an employee engages in an activity that brings benefits to them or to their relatives, associates or business partners, to the detriment of the best interest of the Grupa Azoty Group.

Each employee is under the obligation to perform their tasks having due regard to the interests of the Grupa Azoty Group and in full conformity with our rules and procedures. In taking any business decisions, we are unbiased and always guided by the Company’s best interest. This means that all forms of corrup-tion are absolutely prohibited.

4.5. Occupational health and safety

Health and safety of employees is our top priority. We seek to continually improve the level of health pro-tection for all members of our personnel. We promote good attitudes and behaviours among our staff through training. Other initiatives in this area include the sharing of best practices and monitoring the level of occupational safety at the workplace. In terms of safety at work, each one of us should be a role model for others, and we must react immediately to any unsafe behaviour of those employees who ignore the OHS rules.

In the area of occupational health and safety, we are guided by the following principles:

■ All OHS standards and rules are strictly observed.

■ In any situations which pose a threat to human health or safety, we act in line with the adopted instructions.

■ We participate in training and other knowledge-sharing initiatives relating to health and safety at work.

■ We care for the safety of all visitors staying on the Grupa Azoty Group’s premises.

■ All situations which pose a threat to health and safety at work are immediately reported when noticed.

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Part II Ethical values and principles applying to the Grupa Azoty Group’s employees

1. General principles and scope of application

At the cornerstone of our success, in addition to highest quality of products and services, is integrity in relations with stakeholders, transparency, and genuine care for the good of our employers and the envi-ronment. This is the foundation of responsible management at the Grupa Azoty Group. Implementation and application of the Grupa Azoty Group’s Code of Ethical Conduct is a way to manifest a sense of re-sponsibility for our business.

The ethical values and principles applying to the conduct of the Grupa Azoty Group’s employees highlight both desirable and unwanted attitudes and behaviours of the personnel. Those values and principles ap-ply to all employees of the Grupa Azoty Group, irrespective of their job, position, or form of employment.

2. Compliance with the law

The Company’s property should be used by all of us to perform our respective tasks, and by the Grupa Azoty Group to attain its business targets. It is our duty to take good care of the Company’s property and use it properly. Carelessness, waste of resources, or theft of the Company’s property have a direct impact on the Company’s bottom line. Intellectual property is also an essential asset, and its protection is of key importance to our ability to build and maintain competitive advantage on the market. Our patents, trademarks, scientific knowledge and technical expertise of our personnel, as well as experience gained in connection with our business, are essential to our long-term market presence.

Having regard to the importance of the Company’s assets and intellectual property, we have adopted the following rules:

■ We care for the Company’s property and protect it against damage, impairment or theft.

■ When using the Company’s property, we take the best care of it.

■ We only use the Company’s property for work-related purposes. We do not use the Company’s property for personal gain.

■ We protect the Company’s intellectual property.

■ Any use of the Company’s logo and trademarks must be authorised.

■ We respect all third-party intellectual property rights. Unauthorised and fraudulent use of any third-party intellectual property is strictly forbidden.

■ We only use licensed software on the Company’s computers.

3. Internal relations

3.1. Ethical conduct

In relations and in contacts with our business environment, all employees of the Grupa Azoty Group are under the obligation to comply with the following standards of ethical conduct:

■ We keep our word.

■ We play fair. We do as we say.

■ We respect everyone’s dignity.

■ We use property and information entrusted to us only for the intended purpose.

3.2. Work atmosphere

We spend many hours at work every day, and good work atmosphere is in the best interest of us all. There-fore, we attach great weight to cooperation, trust and respect. Good atmosphere at work contributes to the creative and effective functioning of the organisation as a whole.

Being well aware of the importance of positive work atmosphere, we are guided by the following rules:

■ Relations in the workplace are based on mutual trust and high standards of behaviour.

■ We stand firmly against any behaviour that leads to conflicts and spoils the atmosphere at work.

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■ We will eliminate any discrimination on the grounds of race, ethnicity, religion, sexual orientation, age or gender.

■ We are against and we will prevent any forms of harassment and mobbing.

■ We do not use our position for any purpose or in any way that would infringe on the personal rights of other employees.

■ We do not spread false information about other employees or about the Grupa Azoty Group.

3.3. Equal employment, promotion, development and in-service training opportunities

One of the key methods by which the Company can ensure that its business objectives are attained is the provision of equal opportunities to all employees in the process of recruitment, appraisal of perfor-mance, definition of career paths, and making decisions relating to promotions or changes in employees’ remuneration. It is our intention to apply transparent criteria in relations with our employees, depending on their experience, performance, potential, or values by which they are guided at work.

We respect the following principles at the Grupa Azoty Group:

■ All our current and prospective employees are evaluated fairly and based on merits only.

■ The scope of responsibilities and expected performance for all jobs are communicated in a transparent and clear manner.

■ We offer development and in-service training opportunities to all employees.

■ All decisions relating to employee advancement are taken carefully and clearly justified.

■ We treat everyone with respect, regardless of their position, length of service, or experience.

4. Relations with stakeholders

4.1. We manage conflicts of interests

Each employee at the Grupa Azoty Group is required to comply with the following rules:

■ Avoid situations which may lead to a conflict of interest.

■ Analyse carefully any situations for their potential impact on the impartiality of work-related actions or decisions.

■ Promptly notify immediate superiors and the Ethics Officer of any situations which give rise or may lead to a conflict of interest.

4.2. Risk of corruption

The principles by which we guided to prevent the risk of corruption are as follows:

■ We do not offer, give or promise to our trading partners any gifts, money, or services which are meant to influence their business decisions.

■ We do not accept from our trading partners any benefits which could raise any doubts as to their potential influence on our business decisions.

■ Any suspected corrupt practices are reported to immediate superiors or the Ethics Officer.

5. Social responsibility

As employees of the Grupa Azoty Group, we must meet high environmental standards and take responsi-bility for protection of the natural environment. We understand social responsibility as responsibility for all actions which could have an impact on our immediate environment. Given the nature of our business, we have adopted the following key social responsibility principles:

■ We engage in environmental protection initiatives and participate in projects for the benefit of the local community.

■ In order to protect the natural environment, we apply only those technologies which comply with the applicable environmental protection norms.

■ We exercise our civic rights and we engage in social or political initiatives only as private individuals, and not as representatives of the Grupa Azoty Group or any Group company.

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Miscellaneous

Knowledge of the Code of Ethical Conduct

The Code of Ethical Conduct was prepared for all employees and for third parties who want to gain more insight into our standards of conduct. The Code applies at all Grupa Azoty Group companies and will be communicated to each employee, whose obligation is to read the Code, know its provisions and respect them at all times.

The Grupa Azoty Group’s stakeholders and employees may ask for clarification if any provisions of the Code or their scope of application are unclear to them. As a rule, they also have the right to give their feedback and to propose modifications to the Code.

Our duties

Adoption of the Code of Ethical Conduct entails a number of duties for employees of the Grupa Azoty Group:

■ Compliance with all provisions of the Code.

■ Discussing any doubts concerning the requirements set out in the Code with the immediate superior or with the Ethics Officer.

■ Reporting any breach of the provisions of the Code to the immediate superior or the Ethics Officer.

■ We all have a duty to contribute, through our behaviour and actions, to the development of the ethical culture at the Grupa Azoty Group. If we believe there is a need to include certain matters in the Code or take an action to reinforce the organisational culture at the Grupa Azoty Group, we should discuss it with the immediate superior or the Ethics Officer.

Moreover, special duties apply to managers and directors at the Grupa Azoty Group. They must provide an example of ethical behaviour and attitudes for all employees at the Grupa Azoty Group. To this end, managers and directors are expected to:

■ Promote the provisions of the Code.

■ Lead by example by demonstrating proper behaviour and attitudes.

■ Communicate the standards of conduct to their subordinates and new hires.

■ Initiate action to prevent infringements of the Code.

Reporting breaches of the Code of Ethical Conduct

Each employee at the Grupa Azoty Group can report an event or behaviour which may constitute a breach of the Code of Ethical Conduct. If the breach is minor, employees may take action on their own to eliminate it. However, serious breaches require the involvement of persons who have the necessary knowledge or competencies; if this is the case, a suspected breach of the Code of Ethical Conduct should be reported to the immediate superior or the Ethics Officer.

Employees of the Grupa Azoty Group may request to remain anonymous when reporting suspected breaches of the Code, unless this is against the law.

Disciplinary measures in the event of a breach of the Code of Ethical Conduct All employees who commit a breach of the provisions of the Code will be subject to disciplinary meas-ures, as specified in the internal procedure governing the application of the Grupa Azoty Group’s Code of Ethical Conduct. The Ethics Officer is responsible for monitoring the application of the Code and for solving problems aris-ing in this area.The Code of Ethical Conduct is available at the Group’s website at www.grupaazoty.com, or can be ob-tained from the immediate superiors or the Ethics Officer.The Code is available in the Polish, English, and German language.All reported breaches of the principles of ethics will be considered carefully.Any breach of the Code of Ethical Conduct will be treated as a breach of duty and may entail sanctions provided for in the Work Rules, the Labour Code, and other regulations.The Code comes into effect on the date of approval by the Grupa Azoty Management Board.

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INTODUCTION ............................................................................................................................................................................... 2

CORE VALUES ..................................................................................................................................................................................3

PART I

ETHICAL VALUES AND PRINCIPLES APPLYING TO THE CONDUCT OF THE GRUPA AZOTY GROUP’S BUSINESS ..................................................................................................................... 4

1. GENERAL PRINCIPLES AND SCOPE OF APPLICATION ............................................................................ 4

2. COMPLIANCE WITH THE LAW ........................................................................................................................... 4

3. CODE OF CONDUCT IN RESPECT OF STAKEHOLDERS ........................................................................... 4

3.1. Customer – our partner in business ................................................................................................................ 4

3.2. Suppliers and trading partners – the key link in the value chain .........................................................5

3.3. We are a good neighbour ....................................................................................................................................5

3.4. We take a responsible approach to the natural environment ..............................................................5

4. CORPORATE RESPONSIBILITY .......................................................................................................................... 6

4.1. Legal liability ............................................................................................................................................................ 6

4.2. Protection of privacy, confidentiality and business secrets ................................................................. 6

4.3. Transparent communication with the market environment ................................................................ 6

4.3.1. Relations with the shareholders ...................................................................................................................... 6

4.4. We manage conflicts of interests..................................................................................................................... 7

4.5. Occupational health and safety ....................................................................................................................... 7

PART II

ETHICAL VALUES AND PRINCIPLES APPLYING TO THE GRUPA AZOTY GROUP’S EMPLOYEES .................. 8

1. GENERAL PRINCIPLES AND SCOPE OF APPLICATION ............................................................................ 8

2. COMPLIANCE WITH THE LAW ........................................................................................................................... 8

3. INTERNAL RELATIONS .......................................................................................................................................... 8

3.1. Ethical conduct ....................................................................................................................................................... 8

3.2. Work atmosphere .................................................................................................................................................. 8

3.3. Equal employment, promotion, development and in-service training opportunities ............. 9

4. RELATIONS WITH STAKEHOLDERS ................................................................................................................. 9

4.1. We manage conflicts of interests..................................................................................................................... 9

4.2. Risk of corruption................................................................................................................................................... 9

5. SOCIAL RESPONSIBILITY ..................................................................................................................................... 9

MISCELLANEOUS ........................................................................................................................................................................ 10

The Grupa Azoty Group’s Code of Ethical Conduct

The Grupa Azoty Group’s Code of Ethical...

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