Code of conduct

General Principles

The Oriola-KD Code of Conduct (the “Code”) sets out the ethical principles and business standards that
Oriola-KD officers and employees must follow in their daily work. This Code applies to all Oriola-KD
officers and employees worldwide, whatever their role or work may be.

 

The principles of the Code apply equally to our partners - we expect the representatives, consultants,
suppliers, service providers, contractors, intermediaries and other parties that work with Oriola-KD to
follow the same standards.

 

This Code does not provide detailed guidance about compliance with all of the legislations and regulations under which we operate. Our employees are responsible for complying with the local laws and regulations that apply to their work and to their particular locations, and when necessary seek advice on appropriate compliance.

 

All internal policies, guidelines and instructions that Oriola-KD follows have their foundation in the
principles set out in this Code. Stricter guidelines or more detailed instructions may be necessary in
certain regions, countries, businesses or functions, but they can never contradict this Code.


Oriola-KD thoroughly investigates all suspected breaches of this Code, and when necessary takes
disciplinary action or, as appropriate, initiates legal proceedings.


We act according to Oriola-KD’s values: we are open, we take initiative, we take responsibility and we
work together.

 

Compliance with Laws and Good Corporate Governance

All business operations of Oriola-KD shall be carried out in strict compliance with applicable laws and
regulations in each country where such activities take place.

 

We follow Oriola-KD’s internal policies, guidelines and procedures applicable to the activities we perform.


We follow applicable laws, regulations and guidelines governing insider trading.


We promote good corporate governance.


Conflict of Interest and No Tolerance on Corruption

Oriola-KD expects full loyalty from its employees. An Oriola-KD employee may not be employed or
associated by any means with competitors of Oriola-KD. Employees must avoid situations where their
personal interests may conflict, or may appear to conflict, with those of Oriola-KD or its contractors.


It is the responsibility of an employee to disclose to the company all outside activities, financial interests or relationships that may either present a conflict or the appearance of a conflict of interests.

Oriola-KD and its officers and employees must not pay, offer to pay or accept bribes or kickbacks to or from government or public officials or candidates or other third parties in order to obtain or retain
business. Unauthorized donations to third parties are prohibited.

 

Oriola-KD employees are not allowed to accept or give gifts or entertainment from or to a stakeholder,
except for a gift or entertainment of a minor value or that can be regarded as reasonable hospitality
within the course of the business at hand. Gifts or entertainment should further be given or received on an occasional basis and should never create a conflict of interest situation between an Oriola-KD
employee and a stakeholder.

 

Oriola-KD employees may participate in external events organized by a supplier, customer or other
business partner provided that there is a sound business reason for the participation. Participation in
more extensive or lengthy external events organized by a supplier, customer or other business partner always require the pre-approval of each participating employee’s superior.


Openness

Oriola-KD promotes openness and transparency, as well as continuous dialogue with its stakeholders,
including customers and other business partners, shareholders, personnel, authorities, local communities and the media.


Oriola-KD ensures that all market participants have simultaneous and timely access to relevant and
sufficient information on the company to determine the value of Oriola-KD Corporation’s shares.
Stock exchange rules and competitive considerations may in some cases restrict such openness and
transparency.

 

Competition

Competition laws aim to protect consumers and businesses against unfair business practices. Each Oriola-KD officer and employee shall comply with competition laws.


Oriola-KD believes in tough but fair competition. Violations of competition laws, such as participation in
cartels, abuse of a dominant position in the market place, or the exchange of price or other commercial information between competitors, are prohibited.


Confidentiality and Prohibition on use of Inside Information

All Oriola-KD officers and employees must keep confidential any trade secrets, documents and
information on inside life of the company. Information available to the employee cannot be disclosed to any third person, including colleagues that are not related to this information, relatives or friends. Such confidential information may not be used for any other purpose than performing works tasks at hand.


Oriola-KD officers and employees cannot use non-public/inside information for his/her financial or other personal benefit (i.e. buying or selling shares) or unlawfully disclose inside information to anyone.


We follow applicable laws, regulations and guidelines governing insider trading.

 

Relationship with authorities and local communities

Oriola-KD maintains constructive co-operation and dialogue with authorities and regulatory bodies, at
both local and international levels. Oriola-KD seeks to play a role in serving the needs of the local
communities whenever possible.


Political activity

Oriola-KD does not support, whether directly or indirectly, political parties or organisations. We also do
not participate in financing individual candidates’ election campaigns.


We respect our employees’ freedom of association.

 

Fair employment practices

We hire, employ and promote employees based solely on the competences and skills required to handle the tasks. Oriola-KD promotes freedom from discrimination based on race, ethnic or national origin, colour, gender, family status, sexual orientation, creed, disability, age or political beliefs, or other characteristics protected by law. Oriola-KD fosters equal opportunity and employees are selected and treated on the basis of their skills, abilities and merits.

 

Oriola-KD does not accept any form of abuse, discrimination, harassment or bullying from its employees.


We respect individual privacy and the confidentiality of private information.


Use and Protection of Oriola-KD property

All Oriola-KD officers and employees are responsible for the safety of company property under their
control, including business documents, records and intellectual property (i.e. patents, trademarks, trade secrets, etc.).

 

We respect the valid intellectual property rights of others and unauthorized use of others’ intellectual
property is prohibited.


Oriola-KD officers and employees use company property only for legitimate business purposes.
Oriola-KD does not tolerate fraud, theft or embezzlement, or misuse of company property.


Management and Financial Records

Oriola-KD’s management and financial records must be accurate and reliable in all material respects.
Unrecorded funds are prohibited. Records cannot contain any false, misleading or artificial entries.

Oriola-KD officers and employees are responsible for providing reliable and accurate financial and
nonfinancial information on a timely manner which is applicable to the business activities they perform.


Health and Safety

Oriola-KD endeavours to create hazard-free workplaces for its employees working in various locations by applying high standards of occupational health and safety.


Each employee is responsible for complying with the safety instructions, for using personal protection
equipment when required, and for reporting on any shortcomings regarding safety instructions or
protection measures.


Environment

We strive to reduce the environmental impacts of our operations as part of our sustainable business.

 

Reporting Violations

Every Oriola-KD officer and employee becoming aware of a potential violation of this Code must contact his or her superior or the head of the local Oriola-KD legal department. The vice president of the respective subsidiary must be informed, unless he or she is party to the alleged violation, in which case the General Counsel of Oriola-KD Corporation must be contacted.

 

Oriola-KD will investigate all reported matters with discretion.

 

Employee identity and information will be kept confidential and shared only on a “need-to-know” basis
with those responsible for investigating the concern.


Oriola-KD does not take any inappropriate adverse actions, as a result of such reporting, against any
employee reporting in good faith what he or she believes to be a violation of this Code.

 

Employees should be aware that reporting a concern which is aimed to discredit or to revenge/retaliate is considered as a violation of this Code and may lead to sanctions.

 

Sanctions

Violation of this code may lead to sanctions, such as warning and termination of your employment.
Additionally, certain violations of a criminal nature can lead to criminal sanctions, such as fines or
imprisonment.