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Vestergaard Code of Conduct and Anti-Bribery Policy

  

Vestergaard Code of Conduct

This document (the “Vestergaard Code of Conduct”) applies to all companies controlled, directly or indirectly, by Vestergaard Group SA or its ultimate holding company, as well as to the latter companies themselves (“Vestergaard”), and, equally, to the employees, officers, and board members, of Vestergaard (jointly “Vestergaard Staff”).

Vestergaard continuously strives to be a business based on responsibility and integrity. These values have been and will continue to be its core guiding principles.

The UN Global Compact framework and the Ten UN Global Compact Principles are fully embraced within the scope of the Vestergaard Code of Conduct.

Vestergaard has a continuous monitoring and evaluation system. An Internal Compliance Council is appointed by the Board of Vestergaard and has the overall responsibility for such monitoring and reporting as well as the authority to implement new initiatives within the scope of the Vestergaard Code of Conduct.

All Vestergaard Staff shall be trained in and shall adhere to the Vestergaard Code of Conduct. As part of the training, all Vestergaard Staff are encouraged to ask questions and seek clarification with the Vestergaard Internal Compliance Council or other relevant representatives of Vestergaard whenever in doubt.

1. General Business Principles

1.1 Compliance with the Law

Vestergaard will comply with all applicable laws and regulations of the countries in which Vestergaard operates.

1.2 Responsibility and Integrity

Vestergaard respects the personal dignity, privacy and rights of all individuals.

Vestergaard tolerates no personal discrimination. Vestergaard is an open and honest company that acknowledges and stands by its responsibilities.

Vestergaard expects all of its suppliers, consultants, agents, sales representatives, distributors and independent contractors to uphold standards similar to Vestergaard’s Code of Conduct. Vestergaard aspires to do business only with third parties who have a reputation for integrity.

2. Business Integrity Principles

2.1 Competition

Vestergaard supports free competition and will compete fairly and ethically and within the frame of applicable competition laws and regulations.

2.2 Money Laundering

Vestergaard will not participate in any form of money laundering and all financial transactions must be documented and transparent.

2.3 Political Contributions

Vestergaard does not, as a policy, make contributions to political parties. Contributions, including charitable donations and sponsorships, to non-political organizations or their representatives will always be in accordance with applicable legislation as well as Vestergaard’s Anti-Bribery Policy.

2.4 Corruption

Vestergaard will not tolerate corruption, extortion or bribery. Corruption is the abuse of entrusted power for personal gain.

Vestergaard Staff may never accept or give a bribe or kickback etc. (see the Vestergaard Anti-Bribery Policy, which is to be considered an integral part of the Code of Conduct, for details).

2.5 Conflicts of Interest

Vestergaard considers it important to prevent conflicts of interest and it is therefore crucial that employees of Vestergaard avoid conflicts of interest between their private and professional activities. In addition, Vestergaard will require third parties assisting it commercially to disclose any conflicts of interest, such as positions of influence in government, to Vestergaard, and Vestergaard may as a consequence refuse to partner with them. If in doubt, Vestergaard Staff are encouraged to consult the Chief Compliance Officer.

3. Labour Standards and Human Rights Principles

3.1 Labour Standards

Vestergaard supports the upholding of the freedom of association and the recognition of the right to collective bargaining.

Vestergaard will not tolerate any form of child labour and supports the effective abolition hereof.

Vestergaard supports the elimination of all forms of forced and compulsory labour and the elimination of discrimination in respect of employment and occupation.

Vestergaard and Vestergaard Staff shall as a minimum operate in accordance with the minimum wage level and working time regulations of the individual country where it is present.

3.2 Human Rights and Religion

Vestergaard supports and respects the protection of internationally proclaimed human rights and makes sure that it is not complicit in human rights abuses.

Wherever Vestergaard operates, it will respect the culture and religion of the countries and the people who live there.

4. Environment, Health and Safety Principles

Vestergaard continuously seeks to reduce the environmental impact of its operations.

Vestergaard supports and undertakes initiatives to promote greater environmental responsibility.

Vestergaard encourages the development and the use of environmentally friendly technologies and a precautionary approach to environmental challenges.

Vestergaard regards good health as a basic human right.

Vestergaard respects and values each employee as a treasured member of its corporate family, and will always ensure that they are all treated fairly.

Vestergaard ensures that all employees fully understand the impact of diseases and conditions we seek to prevent. Vestergaard Staff and their close family located in areas with higher risks of infectious diseases are provided with relevant preventive health care.

Vestergaard uses the best possible accident prevention measures in the planning of workplaces, equipment, safety management and personal behaviour in the everyday workplace.

5. Implementation

5.1 Vestergaard Staff shall know and act in accordance with the Vestergaard Code of Conduct when acting on behalf of Vestergaard.

Vestergaard Staff shall receive specific training in the Vestergaard Code of Conduct.

5.2 The Board of Vestergaard appoints an Internal Compliance Council which shall appoint a Chief Compliance Officer. The Internal Compliance Council has the overall responsibility for the implementation of the Vestergaard Code of Conduct also in new activities and entities and for the continuing upholding of the UN Global Compact Principles, and to monitor internal and external developments.

5.3 The Chief Compliance Officer reports to the Internal Compliance Council.

5.4 The Internal Compliance Council is responsible for maintaining the code of conduct principles in the organisation, and that relevant contract clauses are incorporated in agreements entered into by Vestergaard and that such are updated when required.

6. Monitoring/Audit

6.1 Compliance with the Vestergaard Code of Conduct shall be monitored by the Chief Compliance Officer who shall submit a quarterly report to the Board.

6.2 The Chief Compliance Officer and the Internal Compliance Council shall continuously define and implement appropriate internal and external controls. They shall maintain and monitor a business transaction self-assessment through pre-defined reporting formats by all senior managers for all divisions and locations.

6.3 Any suspected or actual breach of the Code of Conduct, including complaints received, must be reported by Vestergaard Staff to any of the following (“Compliance Representatives”):

- The line manager of a Vestergaard employee;

- The Internal Compliance Council;

- The Chief Compliance Officer;

- A Board Member of Vestergaard; or

- The Vestergaard third-party whistle-blower system (see the Vestergaard Anti-Bribery Policy for details)

who will decide on appropriate action. No person reporting a complaint shall suffer adverse consequences, except for acts of libel and similar acts which are prohibited under the laws of Switzerland.

Vestergaard Anti-Bribery Policy

This document (the “Vestergaard Anti-Bribery Policy”) applies to the same companies and individuals as the Vestergaard Code of Conduct. It explains more fully Article 2.4 of the Vestergaard Code of Conduct and what Vestergaard expects from Vestergaard Staff in order to ensure compliance.

Vestergaard expects all of its suppliers, consultants, agents, sales representatives, distributors and independent contractors to uphold standards similar to Vestergaard’s Anti-Bribery Policy.

1. General practice

Vestergaard Staff may not, directly or indirectly, offer or accept any bribery or kickback of any kind.

More specifically, Vestergaard Staff are prohibited from promising, offering, giving, inducing the giving of or authorizing such giving or accepting anything of value directly or indirectly, e.g. through an intermediary such as agents, business consultants or other business partners of Vestergaard, in order to obtain an improper advantage or to influence official action.

Vestergaard Staff is encouraged to continuously ensure that any business partners and other third parties who will act on behalf of Vestergaard understand and abide by the Vestergaard Code of Conduct.

The prohibition applies to transactions with government officials and government employees of any kind as well as private companies, private not for profit organizations and their employees in both domestic and international businesses.

2. Gifts, contributions and gratuities

Small gifts, contributions and gratuities can be offered or received, and comply with the Vestergaard Code of Conduct, if they are not given or received for the purpose of obtaining an improper advantage (Corruption is the abuse of entrusted power for personal gain). If in doubt, Vestergaard Staff should consult a Compliance Representative for advice. A gift, contribution and gratuity registry is used to record any cases of gifts exceeding a total value of 50 USD, given by Vestergaard staff to any third parties, or received by Vestergaard staff from any third parties. The registry shall be maintained and kept under the authority of the Chief Compliance Officer, with collaboration from all Vestergaard staff, and reports to the ICC as needed.

3. Travel, meals and entertainment

Travel, meals and entertainment may be provided or received and comply with the Vestergaard Code of Conduct if not provided for the purpose of obtaining an improper advantage. Furthermore the travel, meals and entertainments must be business related, reasonable in value and occasional. Travel, meals and entertainments provided outside of the above-mentioned scope must be approved by a Compliance Representative.

4. Facilitation payments

Facilitation payments are typically small, unofficial payments made to secure or expedite a routine or necessary government action by a government official, when Vestergaard have already paid for, or are entitled to, that action. Vestergaard’s ultimate goal is the elimination of all such payments made on its behalf, and Vestergaard staff should always apply an attitude of staged resistance to requests for payments. Furthermore, facilitation payments must be made only in conformance with applicable law, and the Chief Compliance Officer, or a delegate designated by the latter, must be consulted. However, Vestergaard staff should never refuse to make a payment if faced with a threat of, or fear of, violence or loss of liberty.

5. Public officials

Although this Policy prohibits any kind of bribery, transactions with public officials warrant close scrutiny.  In this respect, Vestergaard staff is encouraged to review the various scenarios contained in the brochure “Preventing corruption – Information for Swiss businesses operating abroad”, published by the Swiss State Secretariat for Economic Affairs.

6. Local law

Vestergaard may in selected jurisdictions issue additional anti-corruption guidance consistent with the Vestergaard Code of Conduct to address specific requirements of local law.

7. Common Sense

It is not possible to make a wording of general instructions to apply in any given situation which may cause a violation of anti-corruption legislation in all of the many countries in which Vestergaard conducts its business. Each Vestergaard staff member must use his/her common sense to assess and identify activities which might violate anti-corruption legislation.

8. Collective control

To further reduce the risk that payments contrary to the present policy are made on behalf of Vestergaard, any payment above 5’000 USD shall be subject to review and approval by several members of Vestergaard’s group management.

9. Training

Vestergaard will ensure that all staff receive training regarding the Vestergaard Anti-Bribery Policy, at least once every calendar year. First time participants shall receive complete training in all relevant aspects, whereas subsequent sessions may be tailored to only the parts which are more relevant for each job function. Newcomers shall sign confirmations that the Policy and / or an equivalent document has been received and understood, and all training participants shall sign confirmations of attendance to the training sessions, and be subject to testing in order to assess understanding, in particular in case of possible language issues. A training matrix shall be kept under authority of the Chief Compliance Officer; such matrix shall include timing, training focus, and participant names, and be matched with the signed confirmations of attendance.

10. Compliance objectives

Vestergaard will ensure that staff with particular exposure to bribery related issues and risks receive specific compliance objectives, through their job descriptions and / or periodic objective setting.

11.  The Vestergaard third-party whistle-blower system

The Vestergaard third-party whistle-blower system is operated by Fulcrum, and may be contacted through the following means: 1. A hotline at +1 213-596-1916 answered from 8.00 a.m. to 6.00 p.m. Pacific time by professional personnel. Outside these hours by an automated voice mail system. 2. A web-based form located at www.fulcrum.com/vestergaard.htm 3. E-mail sent to This email address is being protected from spambots. You need JavaScript enabled to view it.. 4. Fax sent to Fulcrum Inquiry, Whistleblower Department, at +1 213-891-1300.

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