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The Code of Ethics

BUKÓZA HOLDING, a.s. Group (hereinafter SSBH) undertakes to do all its business activities in legal and ethical manner. The legal and ethical conduct and acting at all the SSBH levels is necessary for our contribution to the total SSBH good. Good SSBH name is a synergic effect of more factors and real business value. We all contribute to its strengthening and development by maximal implementation of own personal ethics into any conduct within SSBH portfolio. Such common commitment to act morally and lawfully must be exercised without reservation. Each of us shall support moral and legal behaviour. Each of us shall support the effort and willingness for moral and legal conduct on day-to-day basis. We are all responsible for maintaining of the SSBH good reputation and its further development.

The SSBH Code of ethical conduct (the Code) expresses the will of the company to implement its business operations and activities in accordance with all legal regulations of the Slovak Republic and the highest standards of the business ethics. SSBH focused its efforts to inform their employees with these requirements of the legal and ethical nature. The Code is binding for all employees, who are in full or part-time employment relationship with SSBH. Except for the Code, all other internal rules, principles, procedures, provisions, policies, regulations and other standards implemented in SSBH are binding for all SSBH employees. Failure comply with the rules shall result into adequate disciplinary action, including termination of employment. Aggravated cases may be put to the attention of law enforcement agencies.

SSBH requires performance of the duties of all employees in accordance with all applicable laws as well as the highest standards of business ethics. All the employees must know and comply with certain rules of conduct at the workplace. In order to have all those requirements correctly understood the most important rules related to the rights and obligation of the employees are further explained. In a case of non-transparency of any of the Code provisions from the employee´s point of view we propose to proceed in accordance with the provisions of Part IV "Legal advice". All employees are required to abide by this Code and related regulations.

HEALTH AND SAFETY AT WORK

Safety and health of all employees regulations are of paramount importance within SSBH. Principles for ensuring the health and safety of employees SSBH were issued and implemented in accordance with the Slovak law. All SSBH employee are familiar with the local requirements and receive appropriate training on the requirements of health and safety at work ensured by SSBH. Every employee is required for the benefit of all other employees in the interest of self be aware of and comply with all applicable regulations in this area. Employees may not use, retain and transmit alcoholic beverages and other narcotic drugs and psychotropic substances in the SSBH workplace during working hours and also outside those offices in their working hours. The employees may not arrive to work under the influence.

DISCRIMINATION

The company does not tolerate any acts of discrimination. It forbids rude and offensive language in relation to race, nationality, religion, politics, gender, sexual orientation, skin colour, physical and mental dispositions, origin, age, seniority, disability or political beliefs. The employees have forbidden in the workplace to distribute, display, or transmit any written or graphic material promoting hatred and hostility against an individual or group because of race, colour, sex, national origin, age, seniority, disability or political beliefs. It is also forbidden to develop activities and act which may in any way damage another employee, customer, supplier, contractor, or as a case may be business partner.

ENVIRONMENT

Environmental protection and compliance with all applicable laws and regulations related to the occupation is required of all employees. If the work of employees has the adverse effects on the environment, the employee is obliged to become familiar with them and work in the environment safe manner, as far as possible. It is appropriate address of the service environment SSBH questions, problems and suggestions on matters relating to environmental protection.

PROTECTION OF COMPETITION

The protection of competition ensures free competition between the competitors in the market and is defined by regulations. All practices which in any way impede the development of a healthy business environment are prohibited. Employees are required to be alert to avoid even the appearance of such behaviour. Agreed prices of products applying dissimilar commercial conditions to individual customers, sharing markets, manufactures or sources of supply, group boycott or refusal to trade - these are examples of possible infringements on protection of competition. The company may be liable to civil, commercial and legal liability under administrative law for infringement of legislation for the protection of competition. An employee shall not engage in any such activities and actions, they must be avoided even the appearance of a possible violation of competition protection. The employees responsible for sales and marketing, the employees participating in meetings and negotiations, business associations (eg. CEPI, etc ...) or the Chambers of Industry (SOPK), should be aware of these obligations arising from the regulations on protection of competition. If, before the exercise of any activity will doubt the employee may request a technical opinion Director for legal department and HR of the company BUKÓZA HOLDING, a.s.

THE EFFICIENT USE OF SSBG PROPERTY, IT PROTECTION, FAIRNESS, FRAUD AND COLLUSION

All employees are obliged to ensure the effective use and protection of the SSBH property. In accordance with the SSBH principles, all assets must be used for legitimate business purposes. The employees must not engage in any fraudulent activity involving SSBH, its customers, suppliers, business partners, or anyone else, who has established business with SSBH. Each employee deal with customers, suppliers, competitors and other employees SSBH fairly. No employee may make use of anyone through manipulation, ignorance, abuse of commercial and confidential information, misrepresentation of material facts or any other unfair negotiation practices. The employees are required to perform their duties, so that the name and reputation SSBH of ethical conduct is not questioned. The employees are required to use the system of "four-eye control" wherever it is necessary for the needs of the internal control. The employees are required to use this procedure and in all workshops, meetings and discussions with existing and potential suppliers and customers.

Some cases of fraudulent and unfair practices:

  • excessive or false invoicing
  • theft, fraud, embezzlement
  • providing or accepting "commissions" for obtaining business for or from the company
  • unlawful or unauthorized offering or receipt of money, goods or services, either directly or indirectly
  • request to have paid different amount than was actually spent on SSBH business activities.

POLITICAL ENVOLVEMENT

The political activities of SSBH employees during their working hours are not permitted. Use trade name, image, reputation and assets of SSBH to support a political party or a political movement is prohibited. SSBH expects that its employee´s membership in a political party or political movement or political sympathies have no negative impact on work performance of such employee.

RELATIONS WITH PUBLIC INSTITUTIONS

SSBH creates and maintains standards of good relations with government officials, local authorities, the media and other public institutions. These relations with public institutions must never illegally foster, suggest improper influence, or compromise the name of SSBH.

CONTACTS WITH FOREIGN COUNTRIES

SSBH applies strict rules for contact with foreign countries. It is prohibited to provide any payments, promises or agree to the payment, money, gifts or any other value in order to "obtain or retain" any business contacts. The same applies in the event of contact with third parties, such as the agents and sales representatives. In case of violation of these principles the criminal or civil liability of the guilty as well as civil liability of SSBH will follow. In view of the above, it is required, caution is required when trading with foreign consultants, sales representatives, agents or with companies. In these cases, you should contact the director of the legal department and HR in order to seek a competent opinion.

MISUSE OF THE INSIDER INFORMATION

SSBH adopted the principle of ensuring the confidentiality of financial, commercial, industrial or other information, and avoiding the misuse of such information received and acquired during the employment relationship. Employees are required not to divulge confidential information, which has been entrusted by SSBH unless its disclosure is legally mandated or approved. Confidential information is any information that could, when revealed to competitors or after their publication damage SSBH. If any employee has relevant confidential information, he or she may not use (or pass to other persons) for direct or indirect personal gain through its sale. In such case, the employee will face the criminal or civil proceeding. After termination of the employment relationship for any reason each employee must return all the documents, books, records, files and identifications.

MAINTAINING FULL AND COMPLETE RECORDS

All payments, assets transfer, provision of services and other transaction must be reported in sufficient precision in accounting and business records of SSBH and must be approved in accordance with the SSBH principles. The employees are required to provide all relevant information without any restrictions. At the same time they cooperate with internal and external auditors, security and legal advisors in the case of checks, audits or investigations. The employees are required to use material and equipment, including computers and electronic transmission/receiving messages for the sole purpose of their work. Employees are required to ensure the accuracy and reliability of the records of SSBH. Any falsification is a serious offense.

CONFLICT OF INTERESTS

The conflict of interest occur when:

  1. personal interests or activities improperly influence the employee or interfere with his or her work or for the effective performance for SSBH
  2. an employee or a family member receives improper personal benefits because of their status in the company.

The employees shall not engage in activities that may give rise to conflicts of interests or such an impression. Employees are required to behave ethically, seek or accept no personal benefit at the expense of SSBH. A conflict occurs whenever personal interests of the employees influence or interfere the performance of their work. SSBH has the right to examine the improper conduct of their employees and their suspicious relations. It is necessary to report all the circumstances that might lead to a conflict of interest. SSBH expects from employees that they themselves report the occurrence of conflict of interest or the possibility of its occurrence and suggests ways to address it. In such situations, the employees are encouraged to contact the director of the legal department and HR. In case of failure to notify employees of the facts that could lead to a conflict of interest, it will be considered a violation of those principles. For the case of a declaration of possible cases of conflict of interest we provide the following examples

›› Financial Interests

If an employee or a family member (spouse, parents, brothers, sisters or children of the employee or spouse, wife) directly or indirectly:

  1. own or are involved in the same or similar business as the company, or
  2. own a share of competitors or a company which does or seeks to do business with SSBH

›› External activities

If an employee is involved in commercial or other activity that prevents devotion to the performance of his or her work for the company, there may be a conflict. If an employee performs a public function, and if such activities affect the commercial interests of the company, there may be a conflict. If an employee or member of his or her family works as a member of the statutory or other authority, is a managerial employee, servant or agent of the organization that is a competitor or which has or may have a promising business relationship with the company SSBH, there may be a conflict. If an employee participates in the activities of NGO and if such activities affect the commercial interests of SSBH, there may be a conflict.

›› Gifts and Entertainment

The employees must never solicit gifts. Gifts in the form of cash, gift certificates, stocks, bonds, or other financial commissions, or as case may be monetary values are not permitted under any circumstances. SSBH principles prohibit the acceptance of gifts or entertainment from a person, who already has or is seeking to establish business relationship with the company.

›› Transactions

If the employee or members of his or her family:

  • participates in the sale, lease or purchase of any kind of property or services for the benefit SSBH or from it, unless it is a routine operation in the normal phasing out of surplus property, or
  • has a personal benefit from the sale, lease, purchase, or
  • has a personal benefit from the transaction in which the company acts as a party, there may be a conflict of interest.

›› Business Opportunities and Intellectual Property

The employee is required to notify SSBH of all business activities with which an employee comes into contact during his or her work. The SSBH employees have forbidden to receive any personal benefit from any such personally, or on behalf of another person or on behalf of another company. Trade name, trade secrets and trade secrets of SSBH are a valuable asset, which employees are required to protect against inappropriate use or abuse.

The Code of ethical conduct does not declare all laws, norms, principles, rules and regulations relating to the rights and obligations of the SSBH employees , i.e., the internal and external ones. Requirements that are not contained in this Code of ethical conduct shall apply to the specific job actions, the specific application forms must not be prescribed. Given the above, in a case of doubt about the application of the relevant rules, standards, regulatory and regulations it is recommended to contact the director of the legal department and HR of SSBH. The employees are encouraged to contact the director of the legal department and HR in relation to each act that might result into the violation of the legal regulations.

The Code of ethical conduct reflects the general principles for the employees in or order to do the right ethical decision. The Code neither limits nor prevents or prohibits SSBH, in the case of certain matters relating to employees´ conduct to initiate the disciplinary proceedings regardless of whether or not such a procedure is mentioned in the Code. Only the Board of Directors of the company BUKÓZA HOLDING, a.s. may change the Code. Implementation and enforcement of this Code in SSBH is managed by the CEO in cooperation with the legal department and HR. The SSBH employees are required to report any illegal, fraudulent, suspicious or unethical behaviour related to the SSBH business SSBH to their superior, the Board of Directors or directly to the director of the legal department and HR. In the event of such notification employees will SSBH maintain secrecy about his or her identity as much as possible. Each intentionally false and misleading notification is considered breach of the Code. This shall result into adequate disciplinary action, including termination of employment.

 

The SSBH Code of ethical conduct has, after its ratification by all the stakeholders, become the part of the SSBH Internal rules.

 

In Hencovce, March 20, 2014

Ing. Jaroslav Fic - Chairman of the Board of Directors, BUKÓZA HOLDING, a.s.

Ing. Erik Kadlec - Member of the Board of Directors, BUKÓZA HOLDING, a.s.

Ing. Marián Želinský - Member of the Board of Directors, BUKÓZA HOLDING, a.s.

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