Wihuri Code of Conduct

This Wihuri Code of Conduct (hereinafter the “Code”) has been approved by the Boards of Directors of Wihuri International Oy, Wihuri Oy and Wihuri Packaging Oy. The Code is applicable to all companies of the Wihuri Group: Wihuri International Oy, Wihuri Oy, Wihuri Packaging Oy and any of their subsidiaries, associated companies and other affiliates, excluding Winpak Ltd and its subsidiaries, (hereinafter “Wihuri”).

1. Introduction

The success of Wihuri has been built on the Corporate Values, which guide our commitment to customers, employees and shareholders as well as the communities in which we work and live.

Our Corporate Values will continue to be the foundation for success. Our outstanding reputation will be defended by continued adherence to the Corporate Values and the Code. Wihuri will comply with all applicable laws and regulations and follow a set of moral principles and conduct business with integrity and respect for others.

This Code summarizes Wihuri’s Corporate Values and details the key provisions and standards of the business conduct expected of all employees, irrespective of their position in the organization, Board members and others acting on behalf of or associated with Wihuri.

The Code does not cover all legal or ethical situations that might be encountered in the course of business, and therefore this Code must be used together with common sense, good judgment and reference to procedures set out in Wihuri’s policy and procedures manual.  In there are any potential conflicts between this Code and any internal policies, guidelines or procedures in Wihuri, this Code shall prevail.

 

2. Ethics and Compliance Policy

It is Wihuri’s policy to be socially responsible, highly principled and to conduct its business in a most ethical manner. We will be a trustworthy employer, business partner and a good corporate citizen with undeniable integrity.

Wihuri expects employees to understand and comply with laws, regulations and company policies applicable to their job responsibilities, and to adhere to the guiding principles outlined in this Code. Acts inconsistent with the law and this Code must be promptly corrected and are subject to disciplinary action up to and including termination of employment.

Any employee that has concerns or is unsure about potentially illegal or unethical acts should consult the Wihuri Group Director of Legal Affairs, Wihuri Group Director of Internal Audit or contact directly the Wihuri Group President & CEO.

 

3. Corporate Values

Fundamental to our success over the years are the Corporate Values that are displayed for all employees to view, understand and appreciate.

Openness

  • We strive to foster respect and openness in the Wihuri work environment in order to ensure an atmosphere that encourages teamwork, participation and personal growth.
  • We are open to new ideas from our employees, customers and other stakeholders. We explore ways to grow our business and make it better.

Trustworthiness

  • We treat our customers fairly, so that they know they can trust us.
  • We place priority on delivering quality goods and services to our internal and external customers.
  • We strive to be a trustworthy employer, business partner and good corporate citizen with undeniable integrity and high ethical standards.

Innovativeness

  • We find solutions to the problems of a rapidly changing world by developing processes, both internal and external, which serve our customers.
  • We applaud and reward initiative and innovation.

Profitability

  • We work for the achievement of sustainable, long-term profitable growth to ensure the prosperity and the well-being of our employees, shareholders and customers.

 

4. Compliance with laws

Compliance with the prevailing law in every country where we do business is an essential principle for Wihuri. Wihuri requires all of its employees to obey the laws and regulations of the legal systems within which they operate in addition to the applicable Wihuri policies. It is also our policy to require all agents, consultants and other business partners who work on Wihuri’s behalf to comply with these same laws and practices.

Compliance with the applicable laws and regulations is required and does not conflict with this Code. Violations of any laws or regulations or unethical business dealings are not accepted.

 

5. Conflicts of Interest

Employees must avoid financial, business or other relationships that might be opposed to Wihuri’s interests or which might cause conflict with the performance of their duties. All employees shall conduct themselves in a manner that avoids even the appearance of conflict between their personal interests and those of Wihuri.

Examples of situations to avoid include:

  • Accepting travel, entertainment and gifts from customers or suppliers or potential customers or suppliers, if they can be perceived to affect the outcome of a business transaction or otherwise potentially influence the integrity of the receiver. The acceptance of any offer to travel, that is not directly related to the performance of an employee’s duties, from a supplier, customer or other business partner requires prior approval from the Wihuri Group President & CEO;
  • Serving as a director, officer, partner, employee, consultant, or in any other key role in an organization, which does or seeks to do business with Wihuri, or is a competitor or customer of Wihuri. Serving on the Board of Directors of an organization other than Wihuri may be considered a conflict of interests and therefore it will require the prior approval of the Wihuri Group President & CEO. Helping the community by serving on Boards of non-profit organizations is however encouraged and does not require prior approval;
  • Any interest (other than nominal shares in publicly-traded companies) in any supplier, customer or competitor of Wihuri;
  • Engaging in any business activity, personal or otherwise, which constitutes a conflict of interests with Wihuri.

A member of the employee’s family involved in any of the situations described above may also cause a conflict of interest for the employee.

The Wihuri Anti-Corruption Policy and Gifts and Hospitality Policy provide further guidance and instructions on the acceptable standards of conduct regarding conflicts of interest as set out in this Code.

 

6. Employees

Wihuri respects and supports fundamental human rights as defined by the United Nations Universal Declaration of Human Rights and complies with the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work.

In employment and working conditions, Wihuri respects the principle of equal opportunity and treatment without regard to age, race, birth, gender, sexual orientation, political persuasion, social status or origin. Wihuri does not employ forced or child labor. Any kind of harassment in the workplace is strictly forbidden. Wihuri respects the right of all personnel to establish or join trade unions and other representative organizations.

Wihuri is committed to equality in all employment practices and policies. We recruit, develop, reward and retain employees on the basis of merit, ability and performance. We will conduct our business in a manner that will create a desirable environment for our employees and in doing so we will:

  • Strive to maintain a work environment in which the personal integrity of all individuals is respected by Wihuri and all fellow employees;
  • Ensure that a high level of health and safety performance is an integral element of operational excellence;
  • Prohibit discrimination, intimidation or harassment on the basis of race, gender, religious beliefs or any other personal characteristic protected by law. Furthermore, we will treat any cases reported to us in a serious, confidential and sensitive manner.

 

7. Environment, Health, and Safety

Protecting people and the environment is essential to all actions and decisions at Wihuri. Each employee has the responsibility to ensure our products and operations meet both Wihuri standards and applicable government regulations. Our goal is to eliminate all injuries, prevent adverse environmental and health impacts, reduce waste and emissions, and promote resource conservation at every stage in the production process.

All employees are required to be alert to environmental and health and safety issues, and to be familiar with Wihuri policies and government regulations applicable to their area of responsibility. Any employee concerns regarding environmental and health and safety matters should be reported immediately to their immediate superiors.

 

8. Sustainability

Wihuri aims to promote sustainable development including economic, environmental and social aspects. Wihuri is committed to conducting all business activities in a socially responsible manner, ensuring the health and safety of the employees, the protection of external stakeholders’ interests and the protection of the environment.

Wihuri also aims to develop and provide environmentally compliant solutions and environmentally preferred products and services for its customers.

 

9. Customers

Long-term customer relationships are critical to the ongoing success of Wihuri. We will provide products and services at competitive prices that meet or exceed our customers’ expectations for quality, integrity and reliability, and we will satisfy their requirements for on-time deliveries. We will market our products and services vigorously and with honesty based on the proven quality, integrity and reliability of the products and services.

Wihuri believes the customer is best served by true and fair economic competition. Consequently, employees are strictly forbidden to engage in any practices that are generally acknowledged to violate antitrust and competition laws. There will be no discussions with competitors regarding prices or terms of sale or any other customer matters that could be construed as a violation of antitrust and competition laws. Any discussion or presentation regarding competitors’ products or capabilities will be fact-based and negative competitor portrayals will be avoided.

 

10. Suppliers

Wihuri shall only deal with reliable business partners who show consideration for the environment and people, comply with all applicable laws and are committed to ethical and sustainable business conduct. Thus, Wihuri’s suppliers are expected to follow similar ethical policies and principles as the Code.

The high quality of materials and services provided to Wihuri is a direct link to Wihuri's success as a reliable, quality supplier to its customers. Wihuri will strive to build long-term relationships with suppliers based on their ability to meet Wihuri's needs, and their reputation for service, integrity and compliance as well as their high standards for quality and delivery.

In the process of choosing a supplier, Wihuri will provide the same information and instructions to each competing supplier. Instructions and established deadlines for submissions will not change and suppliers will be satisfied that Wihuri established a level playing field.

Wihuri will not be influenced by gifts or favors of any kind from suppliers or potential suppliers. Wihuri discourages suppliers and potential suppliers from offering gifts and favors to Wihuri employees. Gifts of nominal value are permitted provided they are given as a gesture of professional friendship. An occasional meal or entertainment in the normal course of business relations is acceptable, provided such hospitality is not excessive or unusual in nature.

 

11. Competition and Fair Dealing

Wihuri strongly supports fair competition and competes vigorously, yet fairly and ethically, and within the framework of the applicable competition laws. Wihuri does not enter into any anti-competitive agreements or carry out any other anti-competitive activities.

Each Wihuri employee must adhere to competition laws, regulations and Wihuri policies. Infringements of competition laws do not only violate the Code; they can also result in large financial penalties, criminal charges and even prison sentences for the individuals involved.

Stealing proprietary information or otherwise possessing trade secret information that was obtained without the owner’s consent, or inducing the disclosure of proprietary information held by the past or present employees of other companies is prohibited by this Code and is usually illegal.

All employees must respect the rights of and deal fairly with the company’s customers, suppliers and competitors, and shall not take unfair advantage of anyone through manipulation, concealment, the abuse of privileged information, the misrepresentation of material facts or any other intentional unfair practice.

The detailed Competition Law Guides designed for each Wihuri Group Division provide further guidance and instructions on the standards of conduct regarding the competition rules to which all employees of Wihuri must take into account in their day-to-day activities. These guidelines must be complied with in all countries in which Wihuri operates, and it is the responsibility of the person in charge of each business unit of Wihuri to ensure that the existing competition legislation and the guidelines set out in the guide are complied with in the specific business unit.

 

12. Company Assets and Confidential Information

All employees are responsible for the proper use, maintenance and protection of all company assets including physical property, financial assets, confidential information, knowhow and intellectual property rights, such as trademarks, patents, registered designs, etc. These assets may only be used in relation to Wihuri's business objectives and confidential information will not be disclosed to anyone not authorized to receive such confidential information.

Employees who develop ideas, products or services while employed by Wihuri or with the aid of Wihuri resources, such as company materials, information, equipment, technology or facilities, or company time, do so with the understanding that these items become – within the statutory framework set by the law – the exclusive property of Wihuri and/or its subsidiaries and affiliates.

The use of Wihuri’s IT systems is governed by the applicable IT policies of Wihuri as amended from time to time.

Confidentiality must be maintained with regard to all Wihuri’s internal confidential or proprietary information that has not been made known to the public. Non-public information from or concerning suppliers, customers, employees, agents, consultants and other third parties must also be protected in accordance with legal and contractual requirements.

Confidential or proprietary information may include, in particular:

  •  details concerning a company’s organization and equipment, prices, sales, profits, markets, customers and other matters of business,
  •  information on manufacturing or research and development, and
  • internal reporting figures.

The obligation to maintain confidentiality extends beyond the termination of the relevant relationship, since the disclosure of confidential information could cause harm to Wihuri’s business, clients or customers no matter when it is disclosed.

 

13. Anti-Corruption

Wihuri has a zero tolerance approach towards all forms of bribery and corruption.

Wihuri’s employees and representatives will deal with all customers and suppliers, and with government agencies, in a straightforward manner and in strict compliance with the requirements of international anti-bribery conventions and local anti-corruption and bribery laws.

Regardless of home or host country, Wihuri’s employees and representatives are prohibited from giving, offering, paying or promising to pay or authorizing the payment of either money or anything of value (including paying any bribe, kickback or other similar unlawful payment) to any government, public official, candidate or political office, or other individual, regardless of nationality, in order to win or retain business or influence any act or the decision of such officials, or to secure any personal gain or other improper advantage for Wihuri. Nor shall Wihuri employees and representatives receive anything of value, directly or indirectly, from any government, public official, candidate or political office, or other individual, regardless of nationality.

In addition, there are strict laws regarding business gratuities that may be offered to or accepted by public employees or officials. The promise, offer or delivery to a public employee or official of a gift, favor or other gratuity in violation of these rules may be treated as a crime and would be a violation of this Code.

All books, records and accounts, both domestic and overseas, must accurately and fairly reflect the business transactions and dispositions of Wihuri's assets.

The Wihuri Anti-Corruption Policy and Wihuri Gifts and Hospitality Policy provide further guidance and instructions on the standards of conduct regarding corruption and conflicts of interest as set out in this Code. They outline unacceptable behavior in order to prevent and detect corruption.

 

14. International Business Money Laundering and Export Controls

It is Wihuri’s policy to comply with the specific laws and regulations of all countries where it does business, and with all applicable laws affecting international trade, such as anti-boycott, trade sanction, export control and foreign corrupt practices laws. Violations of these laws carry stiff civil and criminal penalties for individuals and the company, and could cause serious damage not only to Wihuri’s corporate reputation, but also to the public.

All employees that are involved in the company’s foreign operations must be aware of these laws, and ensure that neither they nor the company violates any relevant laws.

Wihuri does not participate in money laundering or the financing of terrorist, military or criminal activities in any way. The origin and the purpose of the use of Wihuri’s funds shall be verified as being acceptable before any payments are made. Employees shall not accept cash as payment for Wihuri’s products or services (with the exception of cash payments in Wihuri’s Metro cash-and-carry outlets in the normal course of business).

Each Wihuri group company complies with applicable export control regimes. Such regimes may include trade restrictions prohibiting companies from engaging in certain business activities in specified countries as well as with specified individuals and entities.

In cases where there are questions or concerns about compliance with applicable trade sanctions or export control regimes or local laws or regulations, the Wihuri Group Director of Legal Affairs shall be consulted.

 

15. Financial Reporting Integrity

Wihuri’s accounting records are relied upon to produce reports for management, shareholders, investors, governmental agencies and others. The information generated from the accounting records must be true and accurate and in accordance with the applicable laws, the requirements of all governing bodies and generally accepted accounting principles.

Employees have the responsibility to ensure that false or intentionally misleading entries are not made in the accounting records. Wihuri will not permit intentional misclassification of transactions as to accounts, departments or accounting periods. All transactions will be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.

Wihuri is held in high esteem by the financial community and by readers of our financial statements. This reputation must be maintained by presenting financial information that accurately and fairly presents results and Wihuri’s financial position.