1. PREAMBLE
As a global shipping company and ship managers, CPO Holding (GmbH & Co.) KG (“CPO Holding”)
strives to ensure that the performance and services of our personnel at all times meet the high
expectations of our customers as well as our own quality and ethical standards. This requires a
successful and cooperative collaboration of highly qualified, professional and motivated people around
the globe, which form the basis of our success. To guarantee the continuance of such success, the
Group has committed itself to a responsible, transparent and long-lasting corporate governance,
requiring each employee to fully adhere to the Group’s core values and principles as defined in this
Code of Conduct (the “Code”).
This Code describes binding minimum standards regarding compliance, integrity, ethics, security and
safety, showing the Group’s commitment to a high level of corporate responsibility. The Code is a
binding internal standard that is based on applicable laws and is relevant for all business activities.
However, it goes without saying that this Code cannot cover every possible scenario that might occur
in the day-to-day business. The following provisions describe a code of practice, giving our employees
guidance for their actions, regardless of their function or area of responsibility within the Group.
The Code applies to all associations and corporations worldwide, which are directly or indirectly in
majority ownership of CPO Holding and where CPO Holding, or any affiliate of CPO Holding, has the
entrepreneurial leadership.
2. COMPLIANCE WITH APPLICABLE LAW
- General -
The Group is committed to the legal and cultural framework of at least those countries where the
Group operates. Each employee is expected to be familiar with all laws related to his or her work and
to observe those laws as well as all generally accepted practices compliant with such laws. Employees must further comply with the terms of their employment contracts and corresponding Group
regulations and standards, including this Code.
- Economic Sanctions and Embargoes -
The Group uses its best efforts to ensure compliance with all regulations on economic sanctions and
embargoes. In case of doubt, please contact your superior or the compliance officer of the Group (the
“Compliance Officer”).
- Fair and Free Competition -
The Group respects the rules of fair and free competition. Each Employee is bound to comply with antitrust
laws. He or she must therefore refrain from any practice that could restrict or eliminate free
market. In particular, we do not enter into agreements with competitors or participate in other
activities which hinder free and open competition in unlawful ways, influence prices or conditions
and/or allocate business areas or customers. We further do not exclude business partners from
competition and do not abuse any dominant market position we might have.
We only publish truthful information about our services and do not pass on legally protected
information and information relevant in terms of competition. We observe the market directly or
indirectly with permissible means only. Any illegal conduct or conduct giving rise to liability is
prohibited.
Any employee who is in doubt or who considers that he or she may have engaged in any of the above
described or similar activities (e.g. an exchange of information) that might present a risk in terms of
competition laws, or who might commit the Group to an operational partnership, in particular with a
competitor of the Group, must seek advice from his or her manager or superior or the Compliance
Officer.
- Corruption -
We at the Group do not tolerate any form of corruption (whether public or private, active or passive)
and offences often associated with corruption, such as tax evasion, fraud and falsification of documents. Any kind of immoral or corrupt practices, extortion or bribery is unacceptable, regardless
of whether performed by employees of the Group or business partners. This is because the Group
strictly complies with all relevant anti-corruption and customs laws and export control regulations.
- Money Laundry -
None of the Group’s companies shall be misused for money laundering. The Group therefore fully
complies with the laws and regulations on combating money laundering. Transactions where a misuse
cannot be ruled out must be rejected.
Consequences in case of Non-Compliance
Even apparently minor breaches of laws and regulations can result in the Group or its business partners
suffering huge losses. A breach of applicable laws or regulations can therefore not only severely
damage the Group’s reputation but could also have far-reaching legal consequences for the Group
and, in some cases the Group’s staff, in terms of both civil (e.g. employment) and criminal law.
3. PROTECTION OF THE ENVIRONMENT
We treat the environment responsibly. We accept ecological challenges and protect natural resources.
Our aim is to conserve natural resources to fight global warming by minimising the Group’s energy and
raw materials consumption as well as any harmful environmental impact (such as waste, emissions or
pollution). We are even proactively working towards the development and dissemination of ecofriendly
technologies.
The Group is clearly committed to comply with all applicable environmental laws, provisions and
standards. All employees must therefore act in compliance with those laws, provisions and standards
as well as with the applicable environmental policies laid down within management system manuals.
4. EMPLOYEES
- Human Rights -
The Group condemns any kind of disrespect for human dignity and discrimination. Everybody has a
right to be treated with dignity, and this, together with mutual respect, forms the basis of successful
cooperation. It is the responsibility of each employee to treat his or her fellow employees fair and
responsibly and to respect fundamental social standards such as human rights and diversity.
- Discrimination -
Any kind of discrimination on the grounds of race, gender, age, nationality, ethnic origin, skin colour,
political views, sexual orientation, religious conviction, social background, physical condition or other
personal conditions or characteristics, will not be tolerated. As a fundamental and binding principle to
prevent discrimination, all business and personnel decisions within the Group are based solely on
objective and transparent criteria. The Group also proactively promotes gender and other forms of
equality between its employees.
- Harassment -
The Group further does not tolerate any form of personal insults or harassment (be it sexual or
psychological). Any disparaging comments on the appearance of any person, questions about their
sexual lives, sexual coercion or uncondoned sexual acts are prohibited.
- Working Environment -
All our employees are expected to contribute to a positive working environment through a tolerant
and open behaviour. This includes that any workplace related problems are addressed in a timely
manner and a joint solution is sought.
- Health and Safety Standards -
The safety of our personnel is one of our major concerns. To prevent any danger to our people or
property, certain preventive rules and guidelines have been implemented and the ISM & ISPS Codes
as well as other international standards, such as OSHAS 18001, are applied rigorously. It is essential
that all employees strictly comply with those rules and standards, and the Group tries to ensure
compliance by appropriate monitoring.
It is crucial for the management of the Group to know about any danger to the safety and security of
persons or property. Our employees are therefore required to inform their superiors of any
(potentially) dangerous event that may occur in the course of their work on board ships, in terminals
and ashore. The Group has implemented certain protection measures, such as QHSEM and Security
policies and procedures, to guarantee the highest level of safety and security for our employees and
property.
The employees are prohibited to work under the influence of alcohol, illegal drugs or any other
substances that prevent the employees from performing their work safely and effectively.
- Personal Data Protection -
The provisions regarding the use, access, and security of both software and information technology,
email, internet and intranet are to be adhered to. All employees are bound to comply with data
protection rules and regulations and in particular actively help to ensure that personal and Group
internal data is sufficiently protected against unauthorised access. In cases of doubt or in the event of
an infringement the data protection officer of the Group should be contacted.
5. INTERACTION WITH BUSINESS PARTNERS
- Social and Ethical Standards -
All employees commit themselves to the indispensable social and ethical standards (as described
under 4 above) and a fair, transparent and respectful interaction with the Group’s customers, suppliers
- Granting and Accepting Benefits -
When dealing with business partners and competitors as well as government/public bodies, employees
may only accept or grant benefits if the acceptance or granting of such benefits in no way creates an
impression of influencing the decision-making process. Both the granting and the accepting of benefits
in order to influence decision-making processes are prohibited and prosecutable offenses.
Notwithstanding any applicable laws, the following rules shall work as orientation for our employees:
- GIFTS -
To guarantee full independence, our employees are prohibited from asking for favours, accepting,
receiving, offering or giving any gifts or other inducements where this could give rise to the impression
that independent decision-making might be influenced or affected. This might not be the case with
respect to occasional and locally accepted small gifts or promotional giveaways as well as invitations
in a business context. Gifts not common with the country culture and invitations are to be reported (if
possible in advance) to the respective superior or the Compliance Officer. An employee must also
consult the superior or the Compliance Officer if he or she is in doubt about the permissibility of a gift.
Each gift must be released under the existing authorisation and properly expensed in such a way.
Employees are only allowed to receive goods or services for private use from suppliers, traders or
customers if they pay the market price for such goods or services. Discounts or other benefits may only
be accepted from suppliers, traders or customers if they are also granted to all employees of the
Group.
- FINANCIAL BENEFITS -
Offering or accepting any direct or indirect payments, cash, money equivalents, loans, securities or any
other financial benefits is prohibited. These rules apply likewise in business relations with public
authorities and holders of public offices. Irregular payment methods or other forms of concealing cash
flows are not permitted.
- Dealing with Customers -
We strive to provide our customers with high quality services and to offer the best possible
performance at competitive prices in every area of operations. We constantly optimise our
performance in the interest of our customers. Therefore, when dealing with customers, all employees
should be aware that they are committing the Group. They are obliged to treat customers fair and
provide them only with information that is reliable and in the interests of the Group. For regulations
on gifts and bribery please see above. Any request from customers for discounts for non-commercial
purposes (such as social or humanitarian purposes) or sponsorship must first be submitted for approval
to the respective superior or the Compliance Officer.
- Dealing with Suppliers and Service Providers -
Suppliers and Service Providers are selected on the basis of objective criteria and in the primary
interest of the Group only. Employees may not enter into contracts with Suppliers or Service Providers
who are in breach of, or who are likely to breach, the principles set out in this Code. For regulations on
gifts and bribery please see above.
- Dealing with Authorities -
The Group maintains good relationships with the authorities and supports them in the execution of
their duties. We discuss relevant issues with the government officials and provide the required
information.
6. PROTECTION OF THE GROUP
- Responsibility for the Group's Reputation -
The Group is represented to the outside world by the behaviour of its personnel. All employees must
therefore ensure to promote a positive image of the Group by their behaviour or words. Behaviour,
which has a negative impact on customers, the Group and/or the public must be avoided.
When communicating about the Group, employees (i) must obey the rules of this Code, (ii) may only
speak on an individual basis, making clear that the comments are those of the employees and not
those of the Group) and (iii) shall not publish or communicate in case of doubt.
- Risk Management -
Risks cannot only jeopardize the business success of the Group but our clients and employees may also
suffer damage as a result. Our risk management creates transparency about the risk situation of the
group and ensures that possible risks are identified at an early stage to deal and control them
consciously and systematically. In addition, various controls are carried out on a regular basis in order
to continuously assess and improve our internal processes. The objective of such controls is also to
determine whether laws and regulations are being complied with.
- Conflict of Interests -
We perform our duties within the Group in a professional, independent and impartial manner. All
appropriate action should be taken to avoid conflicts of interests or to resolve them if they are
unavoidable.
All employees are committed to their work. They must avoid situations that represent a (potential)
conflict of interests in a sense that business duties can no longer be performed objectively and
effectively in the Group’s interests. Accordingly, employees are neither allowed to pursue any sideline
activities or any other additional business on their own account or on the account of, or on behalf of
others without the prior consent of their superiors or the Compliance Officer.
Provisions of local employment contracts concerning non-compete or a conflict of interests must be
adhered to in front ranking.
- Recording and Accounting of Business Transactions -
The accounting documents correctly reflect the financial situation of every company of the Group. All
business transactions are documented properly and completely with the utmost care. All entries in
books and records must be complete and accurate. Operating revenues and expenses are diligently and quickly cleared. Credit notes, discounts etc. are allocated to the respective business transactions
at the respective company of Group.
- Corporate Property -
All employees are obliged to respect their workplace and to handle the equipment provided by the
Group and the Group’s property with necessary care. They must protect it against loss, theft, damage
or abuse. Company property may be used for business purposes only. Any deviation from that rule
requires the prior consent of the respective superior or the Compliance Officer.
IT equipment and the email system should be used in accordance with the applicable IT-Guideline.
- Confidentiality -
We take all measures to protect the data entrusted to us by employees and business partners. This
means that all employees must protect company and business secrets against disclosure to
unauthorised persons also after termination of the employment relationship. This also applies to
company interests and any business secrets entrusted to us by business partners. Internal and external
information will be treated as strictly confidential unless such information is already public or
disclosure is ordered by public authorities.
Information will only be disclosed to the media (including social media, blogs, photo sharing sites etc.)
or other third parties on behalf of any Group company via the management of the Group or after prior
authorisation by the management. The same applies to expressions of opinion, whether positive or
negative, by individual employees.
7. COMPLIANCE WITH THE CODE
The management of the Group will regularly remind employees of the principles and values embodied
in the Code. This applies in particular to amendments resulting from changes in the legal and business
framework.
To maintain the good reputation of the Group, employees shall adhere to the provisions of the Code
not only during their working hours but also for all non-working activities. Violations of the Code may result in a formal warning. Major violations may even lead to a termination of the respective
employment relationship, reporting to the competent authorities or other legal consequences.
If employees are aware of a possible violation of this Code, internal policies or laws, they are
encouraged to report the violation to their superiors or the Compliance Officer. Any such reports will
be passed on to the Compliance Officer of the Group.
The Compliance Officer will review the report and resolve the situation in an appropriate manner. No
employee has to fear disadvantages as a result of such notification, which is done in good faith, even
if this turns out to be unfounded.
All reports made in good faith will be treated in the strictest of confidence.
Such reports also can be made via the Group’s wistleblower-hotline.
The Group’s whistleblower-hotline can be accessed as follows:
Wolfgang Prinzenberg
Prinzenberg Prien & Partner GbR
Friesenweg 38
22763 Hamburg
Tel.: +49 40 390 30 41
compliance-hotline@mit-recht.com