CODE OF PRACTICE AND PRINCIPLES OF THE GROUP Preamble The code of practice of the group requires each participant to respect a professional ethic stated in the form of « Action principles » which must, in all circumstances and all countries, inspire the behaviour of each participant. These action principles do not result exclusively from moral considerations nor from the rules of law. They are not limited to a reminder of the necessity to respect the law. They try to promote impeccable professional behaviour in all circumstances. The objectives of the code will only be achieved through each and everyone’s thoughtfulness and sense of responsibility. Indeed the code cannot remind nor complete the laws, rules, internal texts or conventions which govern the activities of the companies and staff of the group. Nor can the code cover all the situations by which the staff may be confronted during their work. Equally there are numerous situations which have not been covered by the laws, regulations, standards. In these cases, the principles of respect, justice and honesty shall determine the behaviour of all concerned. Each member of staff must examine these situations according to the aforementioned principles. Each member of staff must, therefore, apply his own thought, common sense and judgement. The company in which a member of staff is working may have introduced specific rules to help conform to the laws, regulations or obligations governing their activity. The present code does not replace them. However, each company in the group shall create their internal rules, adapted to their activity, by applying as far as possible the following principles. If the present code reveals itself to be incomplete or imprecise in certain situations, if a member of staff feels unsure about the required behaviour when faced with unusual circumstances, then we suggest that he or she consults his or her superiors. 1. RESPECTING THE LAW The group and it’s staff shall respect the laws and regulations in all countries where they carry out their activities. Each member of staff shall avoid behaviour and activities which may result in he or other members of staff, his company or the group being drawn into illegal practices. Whilst it may be unfair to require members of staff to become specialists in the legislation governing their professional activity, each member must obtain sufficient knowledge of the rules of law applicable to their activities, whether situated in France or a foreign country. This minimum knowledge will allow him to determine the moment when it becomes necessary to seek the advice of his superiors, the legal department, personnel department and also possibly the lawyers of his company or the group. Respecting the rules relating to employment law, hygiene and security, as well as the protection of the environment shall require particular attention. 2. RESPECTING PEOPLE The management of personnel and, in general, the relationships between staff members shall be founded on principles of trust and mutual respect, and each individual shall be treated with dignity. The group intends to implement an equitable personnel policy in line with current legislation. The group will not permit any discrimination based on illegal motives. All pressure, pursuit or persecution of a moral or sexual nature is forbidden. Everyone shall respect the legislation regarding staff privacy, particularly concerning computer records. To guarantee and reinforce staff security when carrying out their activities is a constant preoccupation. The group shall conform to the United Nations declaration of human rights and to all the fundamental conventions of the international labour organisation, particularly concerning forced labour or child labour. 3. SUPERIOR INTERESTS OF THE GROUP In all circumstances, staff behaviour shall be loyal and inspired by the interests of the group. The quality of their image and the reputation of their work or products are essential for our development and future success. Everyone shall avoid all acts of public criticism. Staff members of the group will take particular care with the protection and profitability of the investments made by shareholders of the group. Customer satisfaction is an essential objective of the group. Customer confidence is won and maintained by respecting their rights and a constant preoccupation with meeting our commitments. 4. INTRA GROUP RELATIONS When several companies within the group develop business relationships with one another, they shall be vigilant in maintaining the same loyalty expected for our customers, suppliers or associates. In the interests of the group, they will put in place all measures necessary to prevent disputes. Where a dispute cannot be avoided, a fair solution shall be sought, in a spirit of conciliation, openness and good faith. More generally, each member, whilst considering the best interests of his company, shall also remain aware that the superior interests of the group require everyone to improve the quality and fair working of internal relationships, whichever subject may be concerned: contracts concluded in the course of normal business, commercial or financial dealings, and particularly in the area of personnel, for example movement between companies in the Group. 5. CONFLICTS OF INTEREST Given his duty to be loyal towards the group, each member of staff shall avoid undertaking any activity or making any comments which could place him in a situation of conflict of interest with the company. Staff shall be particularly careful not to hold an interest nor an investment in a company, which is a customer, supplier or competitor of the group, if this investment is likely to influence his behaviour when carrying out his activities within the group. Staff shall obtain written permission from the director of their company before entering an agreement with a company of which they or a member of their family are an investor or a director. No member of staff shall accept a mission nor any external work offered by a supplier, customer or competitor, which may affect their performance or their judgement in their work for the Group. Staff shall inform their superiors of any mission or external professional work, and more generally any conflict of interest. We rely on everyone’s common sense and personal conscience to avoid conflicts of interest. 6. COMMUNICATION AND INFORMATION : Loyalty to the shareholders The group’s communication shall be open and reliable. It shall allow associates and members of staff to be reliably informed of group activities. The group shall provide sincere and quality information to the shareholders. Successful management of the group requires that all staff, at whatever level, take great care regarding the quality and precision of all information transmitted within the group. Staff shall not publish, outside the group, confidential information related to their work or to any group activity. Nor shall they communicate any confidential information to other members of staff who are not authorised to receive them. This is particularly important concerning information about financial results, budgets and other financial information, sales and acquisitions, new products, technical knowledge, marketing plans, and personnel details. This duty to respect confidentiality shall continue after a member has left the company. Confidentiality is particularly important when dealing with the media, investors, financial analysts, public bodies and regulators. This applies to certain directors and special services, particularly financial managers. This information, whether confidential or not, and these acts of communication must not be transmitted by a director, a member of staff nor a department which has not been authorised to do so. The public profile imposed on certain positions within the group requires particular attention to this need for confidentiality and restraint. 7. ASSET PROTECTION Staff shall strive to maintain the value of the group’s assets. These are not only fixtures and fittings, buildings or intangibles identified and defined by law. They also include the ideas and knowledge generated by staff in the group. Listings of customers and sub-contractors or suppliers, market information, technical or commercial practices, pricing and technical studies, all data or information to which staff have access during their work are part of the group’s assets. These elements are protected. This duty continues after a staff member has left the company. No funds, nor group asset, shall be used for illegal purposes nor in non-group activities. Hence, equipment, materials, funds, services and, in general, company assets, shall not be made available for personal use. No member of staff shall obtain for personal use any group asset, nor shall they make any asset available to any third party unless for a group activity. The communication systems and intranet network are group property and restricted solely to professional use. Personal use is only authorised within reasonable limits, if justified by the need for a fair balance between private and professional lives, and when truly necessary. It is forbidden to use these systems and networks for illegal purposes, particularly for sending messages with a racial, sexual or insulting theme. It is also forbidden to make illegal copies of the software used by the group or to make unauthorised use of this software. All these documents and intellectual property, the industrial and artistic know-how, and any knowledge reinforcing the strength of the group are protected. 8. FINANCIAL TRANSACTIONS AND ACCOUNTING The operations and transactions undertaken by the group shall be registered in a sincere and honourable manner in the accounts of each company, according to current regulations and internal procedures. Each member of staff registering an element in the company accounts shall be precise, honest and make sure of the existence of the corresponding documents for each entry. All transfer of funds requires particular care, especially with regard to the identity of the recipient and the reason for the transfer. 9. INTERNAL CONTROL All members of staff shall contribute to the internal controls and audits in a spirit of openness and honesty, in order that any fault or weakness may be identified and corrected. Any hindrance to the smooth execution of the controls and audits, whether by internal departments or external auditors, and any witholding of information, are forbidden and constitute a serious violation of this code of practice. 10. QUALITY Quality is a strategic priority for the group. The technologies and processes put in place take into account the requirements for high quality production, security, contractual obligations and regulations. Each member of staff shall participate in the continual improvement of internal procedures for risk management and identifying primary causes of malfunctions. 11. SUSTAINABLE DEVELOPMENT Sustainable development is integral to the strategy for all group activities. In line with our culture and values, the group is committed to satisfying our customers, at the same time as respecting our social and environmental responsibilities. On the basis of striving for constant improvement and through concrete actions, the companies in the group take into account, in their strategy and their processes, the preservation of the environment and all natural resources, the improvement of living conditions, shared experiences and the use of better technologies, dialogue with, and the participation of, interested parties in decisions which affect them. 12. RESPECTING THE ENVIRONMENT The group wishes to achieve the highest standards of environmental protection. Each member of staff will strive to maintain a safe working environment, and thereby protect health. They will also strive to avoid or reduce the consequences of their activity on the environment. Particularly protecting natural surroundings, ecosystems, natural resources. Waste management and toxic substances are topics to be considered by all members of the group. 13. CONTRIBUTIONS TO CHARITABLE ACTIVITIES Contributions to charitable activities and sponsorship are permitted if they serve a genuine purpose in the general interest and contribute to the community in accordance with group policy. They shall require prior written permission from the appropriate company director and will figure in the accounts. 14. POLITICAL ACTIVITY  The group respects the commitments of staff members who, as citizens, participate in public life. However, the group will retain a neutral approach to politics. Any staff member will be exercising his right to free speech and political activity outside the jurisdiction of his working contract, and at his own expense. No group asset can be used for political activity. Staff shall refrain from implying moral support from the group for their political activities, and they shall not communicate their membership of the group. The participation of a company in financing political parties or the activities of candidates and politicians is strictly forbidden in France. In other countries, these contributions are authorised and/or governed by legislation. The general policy of the group is not to contribute to party financing nor to male or female politicians. If, in a country, it becomes clear that a company cannot adopt a behaviour different to that which is generally accepted, then any contribution must respect the local legislation, will be accounted for, and will require prior written permission from the appropriate company director. In all cases, the contribution will be limited to the most reasonable levels used in the country and will not try to promote a specific interest. Any staff member participating in the course of his political activities in State decisions, those of a local authority or a government body shall take no part in a decision affecting the group or member company. 15. COMMERCIAL ACTION The companies in the group will treat their customers and suppliers with honesty and equity, whatever their size or circumstances. The commercial action of the group will be carried out while respecting the ways of each country, of which each member of staff will make themselves aware. The companies in the group can only benefit from the advantages of fair and open competition. The staff and companies of the group shall carry out all commercial action and all purchasing in accordance with the principle of fair competition, and shall refuse agreements or behaviour which could be considered as anti free trade or unfair practice. Commercial endeavours shall respect the legislation applicable to the activity, and shall remain within the limits of reasonable accepted practice in the profession and country where applied. Assistance from agents, consultants, or intermediaries on commercial matters may be necessary in sectors where the group has a limited presence, or with regard to their technical competence, or in the countries where this is recommended practice. The use of these intermediaries can only be justified in these circumstances and only if the services rendered are genuine. Their remuneration shall be in line with the level of service, and the payment, consistent with the conditions of their contract, completed in accordance with internal procedures. The directors of the companies concerned shall manage this local assistance and the services genuinely provided by the intermediaries, in accordance with local regulations. Staff shall not accept, directly or indirectly, any payment, gift, loan, entertainment nor any advantage received through commercial relations with the group. Staff shall only accept acts of common courtesy or basic hospitality, business meals or other proposals in line with reasonable behaviour in the country or profession, such as non financial gifts of low value, and if this is common practice. 16. IMPLEMENTATION OF THE CODE OF PRACTICE Each entity within the group is responsible for implementing the present code of practice, in line with the constraints and specificities of their activity or their geographical situation. The respect and application of the rules mentioned in this code of practice relate to all members of staff, according to their function and responsibility. To this end, each member shall be vigilant for himself, but also for those around him, within his team or under his responsibility. 17. ALERT When a member of staff is confronted with an ethical problem, he shall inform his immediate superior or director of the company in which he works, within a time period allowing these managers to give appropriate advice or make any necessary decisions. Company management and directors have a responsibility to help staff members solve any difficulties which they may face. When in doubt, the legal services or personnel department (or their direct management), and possibly external advisors, may be consulted. No sanctions may be imposed on a member of staff who, in good faith, brings a breach of this code to the attention of his superiors. This code of practice has been written by the financial management of the Touton group, at the request of the general manager of the group. This code of practice has been presented to and approved by the administrators of all the companies in the group. Manager for ethical issues within the group Mr Hans Jörg Siegrist Administrator of Touton S.A. hans.siegrist@bluewin.ch