Code of Conduct

At Gutekunst GmbH -Metallbearbeitung, we value integrity, respect and trust. Ethical behavior, equal opportunity and compliance are at the heart of our company. These standards apply in full to us and all our suppliers and their employees and agents (including sub-suppliers and subcontractors where permitted). Gutekunst believes that this Supplier Code of Conduct (“Code”) provides an important framework.

It is the responsibility of all Gutekunst employees and suppliers to comply with this Code and to communicate it to all their employees and any third parties they use to support their business for Gutekunst, unless a supplier has its own substantially equivalent, written, fully implemented and actively monitored Code of Conduct. We expect our suppliers to support our commitment to full compliance with this Code by developing and implementing a substantially equivalent policy and a risk-based due diligence process for their own supply chains.

Gutekunst reserves the right to verify compliance with the Code through self-assessments, (third party) audits and/or other monitoring measures. In the event that Gutekunst becomes aware of actions or circumstances that violate this Code, we will request the supplier to take corrective action. In addition, Gutekunst reserves the right to terminate the agreement with a supplier that does not comply with this Code.

This Code reflects our commitment to incorporating sustainability principles into our global supply chain. We want to work closely with our suppliers to strengthen their sustainability performance in our supply chain. We expect our suppliers to comply with all applicable laws and to adhere to the environmental, social and governance (ESG) standards set out in international conventions. In particular, we expect our suppliers to comply with the following ESG principles and expect them to pass these on in their own supply chain.

ENVIRONMENTAL PRINCIPLES

Employees and suppliers recognize that environmental responsibility is an integral part of producing world-class products. In manufacturing products, negative impacts on the community, the environment and natural resources must be minimized while protecting the health and safety of the public and the environment.

Recognized management systems such as ISO 14001 and the Eco Management and Audit System (EMAS) were used as a reference when developing the Code and can be a useful source of additional information.

Compliance with environmental regulations

Employees and suppliers must comply with all applicable environmental, health and safety laws, regulations and requirements. This includes the following elements:

• Environmental permits and reporting;
• Prevention of environmental pollution and reduction of resources;
• hazardous materials and substances (CLP/GHS, REACH, RoHS, WEEE, etc.);
• Waste water, chemicals and waste disposal; and
• Air emissions and greenhouse gas emissions: Use of environmentally friendly refrigerants with low global warming potential (where applicable).

If a supplier becomes aware of any significant non-compliance with environmental laws, this must be reported to Gutekunst immediately.

Resource consumption, pollution prevention and waste minimization

Business is conducted in a way that proactively incorporates sustainability. Suppliers shall continuously work to optimize their consumption of natural resources, including energy, CO2 and water, and contribute to the reuse and recycling of materials and products where possible.

Management of environmental impacts

Business is conducted in a way that reduces environmental impacts. With this in mind, suppliers measure and minimize the environmental impact of their facilities and operations, including emissions of air and greenhouse gases, water (whether in the production process, for irrigation or for other purposes), pollution and waste.

Hazardous materials and product safety

Suppliers shall identify and, where possible, reduce the use of hazardous materials, chemicals and substances. Suppliers shall also ensure their safe handling, storage and disposal. All affected employees must be familiar with and trained in the relevant safety procedures.

SOCIAL PRINCIPLES

Labor and human rights

At Gutekunst, we believe that our value chain should be free from human rights violations, as detailed in our Human Rights Policy. Gutekunst’s supply chain management processes are designed to establish, support and continuously improve suppliers’ compliance with fundamental human rights. In particular, suppliers must respect the labor and human rights of their employees and treat them with dignity and respect, in compliance with global human rights standards as generally understood by the international community. These standards include, among others, the requirements of:

• the ILO, the United Nations Universal Declaration of Human Rights and its Guiding Principles; and
• of the UK Modern Slavery Act 2015 (UK Modern Slavery Act).

Where applicable, we expect our suppliers to undertake to comply with legal requirements, such as

• the German Supply Chain Due Diligence Act of 2023 (LkSG);
• the California Transparency in Supply Chains Act of 2010; and
• the U.S. Customs and Border Protection Forced Labor Prevention Act of 2021.

These requirements apply to all employees, including temporary workers, migrant workers, students, contract workers, direct employees and all other types of workers.

Freely chosen employment

All forms of involuntary labor – including forced, coerced, bonded, involuntary or exploitative captivity, slavery, human trafficking or contract labor or other forms – are prohibited.

All work must be voluntary and employees must be able to resign at any time.

• The freedom of movement of employees at the workplace or in the accommodation provided by the company or an authorized representative must not be unreasonably restricted.
• Employment contracts must comply with local legislation, inform employees of their legal rights and working conditions in a language they understand and be concluded before they start work. If employment contracts are not required by law, employees must at least be informed of the working conditions in a language they understand before starting work.
• Employees may not pay recruitment fees or other associated costs for their employment. If it is established that employees have paid fees, the supplier shall ensure that they are reimbursed in full.
• Employers and intermediaries may not withhold or otherwise deny employees access to their identity or immigration documents unless such withholding is required by law.

Child labor and young workers

Child labor shall not be used. The term “child” refers to any person under the age of 15 or under the minimum age for employment in the country, whichever is higher. A child may only work in his or her family’s business if he or she performs light work and meets the requirements described in the following paragraph.

Any employment of young workers, including apprentices or vocational students, must comply with laws and regulations on minimum working age and compulsory schooling age and must have an educational benefit. Where appropriate, there shall be youth employment protection to ensure that young workers are not exposed to mentally, physically, socially or morally hazardous or harmful conditions in their work or that their education is impaired. The term “young worker” refers to anyone under the age of 18.

Freedom of association and collective bargaining

Suppliers must respect the legal rights of workers to freedom of association and collective bargaining.

Regular employment status

The work performed must be based on a recognized employment relationship. Labor and social security obligations towards employees arising from a regular employment relationship must not be circumvented, e.g. through subcontracting, the exploitative use of fixed-term employment contracts or through training programs that are not genuinely aimed at imparting skills or creating a regular employment relationship.

Basic care & accommodation

Workers must have access at all times to drinking water and clean toilets and to hygienic areas for the preparation, storage and consumption of food at the workplace and in accommodation provided by the company or third parties. Where accommodation is provided, it must be clean and safe, meet the basic needs of workers and comply with the laws of the country in which the accommodation is located. Accommodation should meet or exceed the basic standards of the local community. Workers must be able to enter and leave the accommodation at will.

Humane treatment and anti-discrimination

Suppliers will comply with all applicable labor and employment laws and treat their employees with dignity and respect. Suppliers will not threaten or subject their employees to harsh and inhumane treatment, including, but not limited to, sexual harassment, sexual abuse, corporal punishment, threats of violence, mental or physical coercion, or verbal abuse. And suppliers will not discriminate in hiring or employment practices on the basis of race, religion, age, national or ethnic origin, sexual orientation, gender, gender identity, marital status, political affiliation or disability.

Wages, benefits and working hours

Suppliers must ensure that workers receive wages and benefits that meet at least the minimum requirements set out in local laws and regulations. Regular working hours and overtime must comply with applicable local laws and the ILO standard:

• The regular working time may not exceed the statutory maximum or 48 hours per week, whichever is lower. This can be changed in unusual or urgent circumstances as long as this is done within the limits of the ILO Convention.
• The rest days must comply with the statutory regulations or, if there are no such regulations, employees must be given one day off in seven. This can be changed in unusual or urgent cases.
• All overtime is voluntary.

Responsibility in the supply chain

Gutekunst is committed to responsible procurement practices among its employees and suppliers. Suppliers shall take all necessary and reasonable steps to ensure that all reports to Gutekunst comply with the provisions of all applicable laws and regulations, including all requests for information from Gutekunst. If the supplier is aware that it uses “conflict materials” or “conflict minerals” within the meaning of the US Dodd-Frank Act (and/or the EU Conflict Minerals Regulation 2017/821), the supplier must inform Gutekunst thereof.

Health and safety

Employees and suppliers recognize that a safe and healthy work environment not only minimizes the incidence of work-related injuries and illnesses, but also enhances the quality of products and services, consistency of production, and employee retention and morale. Suppliers also recognize that ongoing employee involvement, education and training are essential to identifying and resolving health and safety issues in the workplace.

Suppliers must provide their employees with a safe and healthy workplace in compliance with all applicable laws and regulations. Compliance with the following minimum standards is required:

• Adequate measures shall be taken to prevent accidents and damage to health arising out of, connected with or occurring in the course of work by minimizing as far as reasonably practicable the causes of hazards associated with the working environment.
• Employees receive appropriate health and safety training.
• If necessary, workers must be provided with suitable, well-maintained personal protective equipment and information material on the risks associated with these hazards free of charge.
• Suppliers must respect the right of workers to refuse unsafe work and to report unhealthy working conditions.
• Potential emergency situations and events (e.g. fires, earthquakes and exposure to chemicals) shall be identified and assessed and their impact minimized through the implementation of emergency plans and response procedures. Emergency exits in buildings must be unlocked and unblocked at all times.
• Adequate fire detection and fire-fighting systems.
• Ventilation and exit from the building.
• Resources for emergency medical care.

GOVERNANCE PRINCIPLES

Compliance with the law

Employees and suppliers shall comply with all applicable laws and regulations in all countries in which they do business, including all applicable labor and employment, health care, medical, export control, environmental, safety, privacy, tax and financial laws and regulations.

Anti-corruption and anti-bribery / gifts

Employees and suppliers shall comply with all applicable anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and all other applicable national and international anti-corruption conventions. Without limiting the foregoing, suppliers shall not provide anything of value to representatives of any government or governmental agency or entity for the purpose of obtaining or retaining business or otherwise gaining an improper business advantage. Suppliers shall provide Gutekunst upon request with all documents and information that Gutekunst reasonably requires to ensure compliance with anti-corruption and anti-bribery laws and regulations.

In addition, suppliers shall not bribe or attempt to bribe, extort or offer bribes or other improper payments or inducements, including improper gifts, to any employee, representative or agent of Gutekunst. Suppliers may also not accept bribes, kickbacks or other improper payments or inducements, including improper gifts, from any employee, representative or agent of Gutekunst. Any attempts at this type of activity must be reported to Gutekunst immediately.

Gutekunst values professional objectivity in its business relationships. Neither suppliers nor their employees may offer gifts, gratuities or other favors to any Gutekunst employee before or while attempting to do business with Gutekunst. If a supplier pays for meals or business entertainment for Gutekunst employees, the supplier must ensure that the meal or entertainment is reasonable, not regular, not lavish, is for the sole purpose of conducting or discussing legitimate business matters, and is properly handled for tax purposes.

Good reputation and approvals

Suppliers must have and maintain a good reputation. Neither suppliers nor their directors, shareholders or beneficial owners may be subject to criminal or comparable administrative sanction proceedings in connection with improper business conduct. Suppliers must be in possession of all necessary permits and licenses to act as a supplier for Gutekunst. If a supplier’s permits or licenses expire or are revoked, or if the supplier or its directors, shareholders or affiliates are subject to criminal or comparable administrative sanction proceedings, Gutekunst must be informed immediately.

Transparent ownership and control structure / No tax havens

All information provided by suppliers to Gutekunst and to a public register about their ownership and control structure and the beneficial owners, if any, must be complete and accurate.

Open and fair competition

Gutekunst will not do business with suppliers who work with their competitors to restrain competition or trade by engaging in activities such as the following:

• Agreement to set or maintain prices,
• Division of markets, territories or customers, or
• Discussion about the boycott of a third party.

Employees and suppliers may not discuss any of these topics with a competitor, even if only in passing.

Suppliers shall endeavor to deal honestly, ethically and fairly with their respective suppliers, customers, competitors and employees. Statements about their products and services must not be untrue, misleading, deceptive or fraudulent.

Export sanctions / Terrorist activities

Employees and suppliers must comply with all applicable export control laws, economic sanctions or trade embargoes, regardless of whether they apply to foreign countries, political organizations or specific foreign individuals and organizations.

Suppliers shall not directly or indirectly engage in or support terrorist activities. Neither Suppliers nor any of their affiliates, nor any officer or director of Supplier or any of its affiliates should be on any list of terrorists or terrorist organizations, including but not limited to:

• on the US Treasury Department’s list of Specially Designated Nationals;
• the US State Department’s terrorist exclusion list; or
• the European Union list for the implementation of Article 2(3) of Regulation (EC) No 2580/2001 on specific restrictive measures directed against certain persons and entities with a view to combating terrorism.

Upon request, suppliers shall provide Gutekunst with all documents and information that Gutekunst reasonably requires to ensure compliance with export control laws.

Payments and accounts / Anti-money laundering

Payments shall be made and received by the suppliers in their own name and for their own account via bank accounts in their own name. The bank or payment accounts shall, without exception, be held with a credit institution or payment service provider in the country where the respective supplier has its registered office. Suppliers shall comply with all organizational, reporting and transparency requirements set out in the applicable tax and money laundering laws and regulations.

Conflicts of interest

Any employee or supplier who becomes aware of a conflict of interest must immediately disclose this conflict to Gutekunst. A conflict of interest exists if the private interests of a Gutekunst employee or supplier collide or appear to collide in an impermissible manner with the interests of Gutekunst. Suppliers are welcome to contact us by e-mail at info@gutekunst-metall.de.

Confidentiality

Employees and suppliers are expected to comply with all applicable laws and regulations governing the protection, use and disclosure of Gutekunst’s proprietary, confidential and personal information.

Examples of confidential information include

• Trade secrets, intellectual property, security and other business practices or processes, strategies or procedures or know-how;
• internal and external audit reports;
• non-public parts of audit reports and other reports or information submitted to regulatory authorities;
• Software, data processing programs, databases and storage media;
• Customer or supplier lists, telephone or other contact lists and other information about customers;
• Customer presentations;
• Information about employees of customers or suppliers, including personally identifiable information;
• Cost, price or financial information;
• Employee directories, lists, telephone numbers or other information about employees;
• Salary, health or personnel files of employees;
• Business, strategic or marketing plans and research;
• Information that is only published on Gutekunst’s internal websites;
• any information that is not readily available from a public source, and
• Information that is exchanged confidentially between parties.

Social media

Employees and suppliers may not use any form of social media (e.g. Facebook, Twitter, YouTube, mobile app stores, blogs, internet chat rooms, bulletin boards, social and business networking sites, etc.) to talk about Gutekunst’s business without prior written permission from Gutekunst.

Suppliers may also not circulate, publish or distribute any photos or videos (on the Internet or otherwise) taken on Gutekunst’s premises or at work-related events without Gutekunst’s prior written consent.

Data protection and information security

Employees and suppliers must operate in a manner that complies with applicable data protection laws and conforms to industry standards for the protection and security of all information, including personal data (i.e. information relating to an identified or identifiable individual, hereinafter “personal data”) about employees, business partners, consultants and others.

Employees and suppliers must:

• ensure that personal data is only collected, processed or used for the lawful purpose agreed or instructed by Gutekunst;
• provide the data subjects with a transparent data protection notice;
• (where necessary) obtain all necessary consents for the use or collection of personal data;
• ensure that the rights of individuals are safeguarded in accordance with applicable data protection laws;
• have appropriate safeguards, rules and procedures in place to ensure that they comply with all applicable laws governing cross-border data transfers.

Suppliers shall conclude a data processing or similar data protection agreement with Gutekunst upon request.

Suppliers must have appropriate policies and procedures in place to ensure compliance with this section of the Code and ensure that all third parties who have access to Gutekunst’s personal data, including affiliates and suppliers, comply with these requirements, including entering into data processing agreements with all parties who have access to or process Gutekunst’s personal data on their behalf.

Employees and Suppliers shall take all reasonable steps to ensure that their systems have information security controls and protections in place that are appropriate for Gutekunst Data, including Personal Data, being processed and are designed to minimize the risk of a data breach. In the event of a suspected or actual cyber-attack or data breach affecting Gutekunst Data, including Personal Data, and infrastructure, Suppliers shall notify Gutekunst within forty-eight (48) hours of discovering the breach by email to datenschutz@gutekunst-metall.de and cooperate with Gutekunst in the containment, investigation and remediation of such data breach.

MANAGEMENT SYSTEMS

Relationships between suppliers and third parties

Gutekunst expects and requires its suppliers to take all reasonable measures and exercise sufficient care to ensure that their own suppliers adopt an equally strict attitude to compliance. No supplier will ever indirectly engage in any activity prohibited by this Code by engaging a third party to conduct the prohibited activity on the supplier’s behalf or by failing to appropriately discipline a third party who is found to have engaged in an activity prohibited by this Code.

Traceability of the supply chain

Suppliers must be able to disclose the country of origin of the primary materials for all deliveries. Gutekunst reserves the right to require suppliers to provide a complete supply chain overview to facilitate risk assessment and to assess compliance in the upstream supply chain, including disclosure of all known facilities used to produce goods or services for Gutekunst. Upon Gutekunst’s request, suppliers are expected to provide Gutekunst with reports on the presence of substances in materials supplied to Gutekunst that may be restricted or require disclosure by government agencies, customers and/or other parties.

Accounting documents

Suppliers must maintain proper, complete and accurate accounting records that comply with the laws and professional requirements of the jurisdiction in which they operate. The accounting records must not be intentionally false or misleading in any way.

Retention of records

Suppliers must retain the necessary documentation to demonstrate compliance with this Code. Gutekunst must be given reasonable access to these documents on request during normal business hours.

Further training

Suppliers are required to provide training to enable their managers and employees to gain an adequate level of knowledge and understanding of the content of this Code, applicable laws and regulations and recognized standards.

Confidential reporting channels

Gutekunst requires its employees and suppliers to investigate all suspected violations of this Code and to report violations to Gutekunst immediately. Suppliers must provide channels for all their employees to report complaints confidentially and ensure that processes are in place to ensure that employees can raise concerns and speak up in a safe manner. In line with our strict policy to protect against retaliation for any reports made in good faith, we also expect our suppliers to protect their employees from any form of retaliation.

Suppliers can raise concerns about misconduct in relation to legislation or matters covered by this Code by contacting Gutekunst’s confidential whistleblowing system datenschutz@gutekunst-metall.de.

Reports can be made anonymously (if anonymity is permitted under local law). Gutekunst reserves the right to report violations of the law to the competent authorities.

Last revision: May 2024