Umicore Code of Conduct

For Umicore, success is based on the establishment and maintenance of a relationship underpinned by trust and professionalism with key partners, their staff, business partners, shareholders, authorities and the public.

Umicore believes that this Code of Conduct plays a fundamental role in the establishment and maintenance of such trust.

The Umicore Code of Conduct should primarily ensure that all people acting for Umicore operate within the framework of ethical principles, respect laws and regulations, and comply with those standards that Umicore adopts through present and future principles, guidelines and provisions. 

Although this Umicore Code of Conduct is not exhaustive, it creates the framework for responsible action. As a member of staff of Umicore, you should always strive for appropriate value, for care and consideration in the performance of your duties. Where this Code of Conduct refers to Umicore, this also relates to subsidiaries and majority shareholdings.

The Code of Conduct applies to all Umicore staff worldwide, including temporary workers, as well as other people who act on behalf of Umicore (Umicore representatives). Even in companies of which Umicore is not a majority shareholder, every effort should be made to respect the Code. If this is not the case, then the situation and continuation of our relationship should be examined. 

You are permitted neither to violate the provisions of this Code of Conduct nor to encourage others to do so – even if such violations may appear to be in the interest of Umicore. If you are unsure whether a particular behaviour (this may also concern an existing or potential business partner) is legally or ethically acceptable, you should consult your line manager or the head of the legal department in advance, if possible. 

Every member of staff receives a copy of this Code of Conduct. The management is obliged to raise awareness of the Code of Conduct during staff training and to encourage and monitor compliance with the Code.

Violations of this Code of Conduct will not be tolerated and, depending on severity, may result in internal disciplinary actions, dismissal or even criminal proceedings in accordance with the relevant legislation. Each case here will be examined objectively and in consideration of all the circumstances. 

If inappropriate conduct or an irregularity within the group is identified, the necessary actions will be taken to prevent recurrence.

Umicore hopes actively to promote open discussion about responsible conduct. You therefore have an obligation to inform your superiors of any grievances and complaints. If you do not consider this appropriate, you may also contact the head of the legal department or the auditing department. Written communications may be composed in the language of your choice.

Concerns with regard to dubious accounting practices should be reported to the head of auditing. 

If, to the best of your knowledge and belief, you inform a competent authority at Umicore about your concerns regarding a possible violation of the Umicore provisions, you are protected from negative consequences that could be imposed by Umicore or its representatives because of your communication. Even though this does not provide immunity with respect to violations, your communication will play a crucial role in determining any appropriate sanctions.

Discrimination against or harassment of people who provide such information represents a violation of this Code of Conduct. However, false statements with the obvious aim of causing harm to others may result in disciplinary measures. 

If you have the impression that your report of a violation of this Code will be used against you, you should inform your line manager or the head of auditing.

As a member of staff or representative of Umicore, you are expected generally to demonstrate proper conduct at work and in dealings with business partners, colleagues and others. This includes sensitivity and respect for foreign cultures and customs.

Umicore tolerates absolutely no harassment, discrimination or conduct that could be perceived by colleagues or business partners as threatening or degrading.

Umicore promotes an inclusive working environment and recognises that all people are unique, deserve to be treated with respect, and should be valued for their individual skills. Umicore opposes any harassment or discrimination on grounds of gender, of religion, of race, of disability, of family status, of age, of national, ethnic or social origin, of cultural background, of sexual orientation or of political beliefs. 

With regard to employment, Umicore guarantees equal opportunities and treats all staff fairly. In staffing decisions – for example with respect to recruitment, training, payment and promotion – Umicore staff and divisions may be guided only by personal performance, qualifications and other professional criteria. Programmes and steps should be developed here, which promote a diverse structure on the basis of the principle of equal opportunities. 

6.1 Fraud and Conflicts of Interest
As a Umicore member of staff or representative, you are permitted neither for yourself nor for your family to gain any advantage that is inappropriate or that could in any way damage the interests of Umicore – regardless of whether or not fraud exists here under criminal law. 

You are not permitted to participate in or attempt to influence decisions, if circumstances exist that could give rise to an actual or apparent conflict of interest. This might be a personal interest – economic or otherwise – either of you directly or of a person who is close to you. If you find out about a potential conflict of interest, you must immediately inform your line manager. As conflicts of interest are not always clear, you should consult your superiors or the legal department if you are unsure.
In the case of especially sensitive tasks or responsibilities, every area/department should assess for itself whether relevant investigations are required, in order to identify potential conflicts of interest. 

6.2 Bribery, Gifts and Favours
Concerning the acquisition or receipt of business or other inappropriate benefits in the course of your work, you are permitted to offer, promise or provide no undue advantage to government representatives (or third parties) so that they will undertake or refrain from relevant actions in the performance of their duties. This applies regardless of whether such an advantage is offered directly or via an intermediary. 
Gifts or other favours to business partners must be in line with locally customary and proven business practices. Gifts and other favours may be offered/granted only if an acceptable level is observed in respect of value and frequency, and if the time and place are appropriate. 
As a member of staff or representative of Umicore, you are permitted to accept no monetary gifts or other favours from business partners, which could be detrimental to your integrity/independence or which could cause this appearance. Gifts or other favours may be accepted only if acceptable modesty is observed in respect of value and frequency, and if the time and place are appropriate. 
If you are offered or receive such favours above and beyond normal courtesy, you must immediately inform your line manager or the legal department, which will then determine whether your honesty/independence could be jeopardised as a result. 

6.3. Financial Interests in External Businesses
As a member of staff or representative of Umicore, you should avoid the pursuit of personal ownership interests – directly or indirectly – by yourself or your immediate family and thus the appearance towards foreign companies as an investor, lender, employee or other service provider, if this could compromise your loyalty to Umicore or give the appearance of doing so. Before you invest in a company that is in competition or has a business relationship with Umicore (for example as a supplier), you must consult your line manager, unless you are purchasing a share of less than one percent (1%) in a listed company. Under all circumstances, particular attention should be paid here to potential conflicts of interest as described under point 6.1.
6.4. Work for Competitors, Suppliers or Other Business Partners
Before pursuing activity that could be in the interest of a competitor or supplier or other business partner and detrimental to the interests of Umicore, including a role on the supervisory board of such a company, you must consult your line manager or the head of the legal department. You are not permitted to market products or services that compete with the products and services of Umicore.
6.5. Confidential Information
Information, intellectual property (such as copyrights), trade secrets, trademarks and innovative ideas are counted as valuable assets of Umicore. These intangible assets must be handled appropriately and protected. The general Umicore policy in respect of openness and transparency must not impede adequate protection of information that may be significant for the business interests of Umicore. 
Information that you receive in connection with your work for Umicore is considered confidential and must be handled accordingly, unless it concerns generally available knowledge and experience.  The regulations for prevention of the abuse of confidential information in order to gain advantage for yourself or others are especially important here. 

6.6. Protection of Assets and Documents
All Umicore staff and representatives are responsible for the protection of assets and documents of Umicore, its customers and business partners. Such assets must be handled with care and respect, and they must be protected from wear and abuse. Working time materials, financial assets and equipment of Umicore are not to be used without consent for purposes that have no direct connection with the business activity of Umicore. This also applies to the removal or borrowing of Umicore assets.

7.1. Compliance with the Law – General Remarks
When carrying out activities on behalf of Umicore, you must ensure compliance with all current laws and regulations. You must not incite business partners to break the law, regardless of whether or not this represents illegal activity for Umicore or for you as an individual.  Moreover you must ensure that you understand sufficiently the laws and regulations applicable for your work.

7.2. Antitrust Law and Competition
You must ensure compliance with current antitrust and competition law. You must involve the legal department in all matters in which Umicore, you yourself or people who are subordinate to you could be associated with risk under antitrust law.

7.3. Insider Trading
It is prohibited for you yourself to act as a dealer for securities of Umicore or other listed companies, or to provide relevant advice that you have acquired on the basis of non-public information in the course of your work for Umicore, which could affect the price of the securities if it were publicly disseminated. 

7.4. Record-Keeping Obligation
Umicore is obliged to ensure transparency and accuracy in all transactions, and at the same time to observe duties of confidentiality. As a member of staff or representative of Umicore, it is up to you to ensure necessary record-keeping of business transactions and business relationships of Umicore. No incorrect, misleading or false entries are to be made in books and records of Umicore. A full and detailed record and proof of all transactions must be kept in the Umicore books in accordance with point 7.5 below. 

7.5. Accurate Periodic Reporting and Other Financial Communications for the Public
On the basis of current securities law and the regulations for listed companies, Umicore is obliged to ensure detailed, appropriate, accurate and comprehensible presentation of its periodic reporting. This applies likewise for documents that must be submitted to the relevant regulatory authorities, as well as for other public communications. All members of staff, especially our managers and financial officers, must ensure that the utmost care is taken in the compilation of these documents and must attribute particular importance to the following aspects:

  • Constant compliance with the generally accepted accounting standards and observance of the internal auditing system of Umicore.
  • Keeping and disclosure of all Umicore books in accordance with the applicable legislation. The books must include no incorrect or deliberately misleading entries. Equally, these books must provide an appropriate, accurate and detailed representation of the assets, liabilities, income and expenses of Umicore, as well as all transactions and related processes, which must be proven fully and in detail.
  • Concerning accounts, departments or accounting period, no transaction is to be deliberately entered incorrectly. Assets and liabilities that are undocumented or “not recorded” may remain unchanged only if this is permitted by the current legislation or regulations.

The profile of Umicore on domestic and foreign markets is influenced primarily by our ability to communicate consistently and professionally with external partners, including the media. Umicore must consequently remain true to the principle of openness, and demonstrate honesty and openness when dealing with interested parties and towards the whole of society. 

To ensure coordinated communication with external parties, general enquiries about Umicore or its staff and enquiries from the media should be forwarded to the relevant public relations department or to the internal communications department. Enquiries from financial analysts or investors should be addressed to the investor relations department. The legal department is responsible for enquiries from external lawyers.

This Code of Conduct sets out certain principles, policies and procedures of Umicore, which apply for its staff and representatives. Nevertheless, customers, suppliers, competitors, shareholders and other people or institutions shall accrue no rights from this Code.