CODE OF CONDUCT
The business and behavioral principles for employees of Adler Modemärkte GmbH and its subsidiaries
Table of Contents
1 Our Responsibility for Compliance
2 Conduct in Business Environment
2.1 Compliance with Laws and internal guidelines
2.2 Avoiding Conflicts of Interest, Dealing with Business Partners and Third Parties
2.2.1 Offering and Providing Benefits
2.2.2 Requesting and Accepting Benefits
2.2.3 Dealing with Government and Supervisory Authorities
2.3 Cartel and Competition Law
2.4 Prohibition of Money Laundering and Terrorism Financing
2.5 Product Conformity and Safety
2.6 Taxes and Customs
2.7 Export Control
3 Conduct at the Workplace
3.1 Diversity, Equal Opportunities and Tolerance – Anti Discrimination
3.2 Occupational Safety, Fire, Health and Environmental Protection
4 Conduct as a Member of Society
4.1 Human Rights and Social Sustainability
4.2 Sustainable Environmental and Climate Protection
4.3 Consumer Interests
4.4 Public Relations
5 Handling Company Property and Information
5.1 Company Property
5.2 Professional Secrecy
5.3 Data Protection and Data Security
6 Information und Training
7 Questions and Reporting of Irregularities
7.1 Questions and Support
7.2 Reporting of Irregularities
7.2.1 Reporting via the Compliance Team
7.2.2 Reporting via the Internal Reporting System in Accordance with the HinSchG
Preamble
Dear colleagues,
This Code of Conduct forms the basis of the compliance culture of the ADLER Group, i.e. all companies that are directly or indirectly controlled by Adler Modemärkte GmbH within the meaning of §§ 15 et seq. German Stock Corporation Act (AktG) (hereinafter ‘ADLER Group’ or ‘ADLER’). This Code of Conduct summarises the key behavioural requirements and most important principles as the most elementary compliance rules in one document. It applies to all ADLER Group companies and is binding for all employees at all levels.
The Code of Conduct gives us all a common orientation in our dealings with employees, colleagues, our business partners and in the social environment. It sets standards for integrity and correct business behaviour and helps us to take ethical and lawful conduct into account in our daily work.
Compliance is a top priority for us as the Executive Board, which is why we are committed to the Code of Conduct in every respect. We are particularly aware of our role model function as members of the Executive Board. However, we are dependent on your support to ensure that a comprehensive compliance culture works. Only by working together at all levels of the Group we will be able to ensure comprehensive compliance in the ADLER-Group.
The reputation of the ADLER-Group is important to us and must be preserved and protected. The combination of entrepreneurial behaviour with ethical principles is of fundamental importance and the key to sustainable corporate success. We ask you to familiarise yourself with the Code of Conduct and to make the contents the basis for decisions in daily practice. If you have any questions or if anything is unclear, please feel free to contact the Compliance team at any time.
Haibach, September 2024
The Management Board
1 Our Responsibility for Compliance
This Code of Conduct applies to all ADLER companies and therefore equally to members of the Executive Board, members of the Board of Directors, managing directors, managers and all employees worldwide. It also applies to consultants and persons who are functionally equivalent to employees, such as temporary workers.
When implementing this Code of Conduct, each ADLER national subsidiary must comply with the laws applicable in its country and, in this context, with cultural customs.
ADLER´s Code of Conduct is dynamic; it is not closed to new standards of behaviour. In addition to the change in binding legal standards, the behavioural requirements can be concretised through guidelines.
It is the responsibility of everyone to behave in an ethically and legally impeccable manner. ADLER managers are particularly obliged to set a credible example of this standard to their employees and thus act as role models.
In the texts of this Code of Conduct, we refer to all genders with the general form of address and function in the following.
2 Conduct in Business Environment
2.1 Compliance with Laws and internal guidelines
ADLER adheres to the principle of strict legality for all actions, measures, contracts, and other transactions of ADLER. The same is expected from business partners. ADLER employees must be aware that violations of laws could have legal consequences for both the individual employee and ADLER. Therefore, all employees are required to comply with the applicable legal regulations and internal policies. Criminal violations of the law are to be avoided under all circumstances. Compliance with applicable law takes precedence over any conflicting instructions from a supervisor. In case of doubt, a legal expert from the company must be consulted. All employees of ADLER must familiarize themselves with the laws, regulations, other legal provisions, and guidelines relevant to their area of activity and constantly verify whether there are any updates in the legal area relevant to them.
2.2 Avoiding Conflicts of Interest, Dealing with Business Partners and Third Parties
ADLER considers it essential that employees do not find themselves in a situation of conflict of interest. Therefore, any conflicts between the personal interests of each employee and the interests of ADLER are to be avoided. In the context of business relationships with third parties, only objective criteria such as quality, price, service, and sustainability are relevant. Even the appearance of conflicts of interest should be avoided.
Secondary employments are only permitted with the prior authorization of ADLER. It is prohibited to participate in companies of competitors, suppliers, or customers or to enter business relationships with them in a private capacity if this could lead to a conflict of interest. Such a conflict arises whenever the nature and extent of a participation are capable of influencing actions in the performance of duties at ADLER in any way.
2.2.1 Offering and Providing Benefits
ADLER employees are not permitted to directly or indirectly offer or grant unauthorised advantages to third parties in connection with business activities, either in Germany or abroad, either in the form of monetary payments or other benefits. Promotional gifts to employees of business partners must be selected in a way that avoids any appearance of dishonesty and impropriety on the part of the recipient. In case of doubt, the recipient should be asked to obtain prior approval from their superior for receiving the gift. If the recipient is reluctant to do so, it indicates that they themselves consider the receipt to be improper. Gifts and the provision of other benefits must be avoided when dealing with employees of public administration and other public officials. Employees entering contracts with consultants, brokers, agents, or similar third parties must ensure that these individuals also refrain from offering or granting unauthorized advantages.
2.2.2 Requesting and Accepting Benefits
No employee may use their official position at ADLER to solicit, accept, procure, or be promised advantages. This excludes the acceptance of symbolic and low-value occasional or promotional gifts up to €40.00, including VAT, or those that that are adequate in individual cases under exceptional circumstances. Invitations to business meals may only be accepted if they fall within a context of each respective appropriateness. Other gifts, as well as cash payments, checks or similar are to be declined or returned. In cases of doubt, the employee should seek the approval of their supervisor. If an employee is offered, promised, or granted unauthorized advantages, the respective management must be informed, or the incident must be reported to the Compliance Team.
2.2.3 Dealing with Government and Supervisory Authorities
In dealing with authorities, ADLER will always act honestly and transparently and in accordance with applicable law. In case of official enquiries of any kind, all employees are advised to contact their supervisor and the legal department immediately before taking any further steps. In cases of inquiries related to antitrust or competition law, employees are obligated to engage the legal department or the Compliance Team.
2.3 Cartel and Competition Law
ADLER respects the principles of fair competition. Every employee is obliged to comply with the rules of fair competition within the framework of legal regulations. Prohibited and thus to be avoided by all employees are price fixing, agreements on market shares, division of regional markets and price fixing. In all contacts with competitors, discussions about confidential or competition-related content, such as price components, market strategies, and investment strategies should be avoided. The company’s market position must not be unlawfully exploited, for example to enforce price discrimination, the supply of unsolicited products or the refusal of delivery.
2.4 Prohibition of Money Laundering and Terrorism Financing
ADLER is strongly committed to comply with all laws relating to the prevention, detection and reporting of money laundering activities and terrorist financing and only conducts business with customers and business partners who engage in legitimate business activities and use legitimate financial resources. Every employee is required to check unusual financial transactions, in particular involving cash, which may give rise to suspicion of money laundering, with the responsible finance department or the Compliance and Legal department if in doubt.
2.5 Product Conformity and Safety
ADLER bears the responsibility to minimize risks, disadvantages, and hazards to the health, safety, environment, and assets of our customers or third parties resulting from the handling of company-owned products and services as much as possible. It is therefore not only our obligation, but also our commitment to adhere to the legal and official regulations and internal standards that apply to our products. Together, we ensure that appropriate measures can be promptly initiated in case of any potential deviations.
2.6 Taxes and Customs
At ADLER, we are aware of our social responsibility in fulfilling tax and customs obligations and are strongly committed to compliance with national and international legal regulations. Internal structures and processes are to be organised in a manner that ensures taxes and customs duties owed by the respective entities within ADLER are determined fully, accurately, and in a timely manner, recorded in reporting, and paid to the relevant tax authorities.
2.7 Export Control
It is required that cross-border activities comply with national laws, rules, and regulations, as well as customs and export regulations. In this context, we pay particular attention to the international legal requirements and restrictions on export controls and export restrictions for security-related services and goods. The export control regulations encompass not only goods but also technologies and software. In addition to the actual export, temporary exports, such as taking items and technical drawings on business trips, as well as technical transfers, such as via email or cloud, are also covered.
3 Conduct at the Workplace
3.1 Diversity, Equal Opportunities and Tolerance – Anti Discrimination
ADLER respects the personal dignity, privacy, and personal rights of all employees, customers, suppliers, and others with whom ADLER interacts.
ADLER is committed to diversity, equal opportunities, and tolerance. This entails that all ADLER employees are treated equally and selected based on their professional and social abilities and competencies. As employees of ADLER, all forms of direct and indirect discrimination are prohibited, particularly concerning gender, skin color, ethnic origin, religion and ideology, disability, age, sexual identity, membership in a workers‘ association, or political party.
No form of harassment, including bullying and sexual harassment, coercion, and verbal attacks will be tolerated. ADLER expects its employees to have the courage to stand up for these principles. If a ADLER employee finds themselves in a discriminatory or harassing situation or becomes aware of one, they are required to promptly inform their respective supervisor, the Compliance Team, or the complaints office in accordance with the German General Act on Equal Treatment (AGG).
3.2 Occupational Safety, Fire, Health and Environmental Protection
ADLER attaches great significance to the health and safety of its employees and the protection of the environment. It is the responsibility of all employees to avoid hazards to people and the environment. The impact on the environment must be minimised and resources must be used sparingly. Processes, operating sites and equipment must comply with the applicable legal and internal ADLER regulations on occupational safety and fire, health and environmental protection.
4 Conduct as a Member of Society
4.1 Human Rights and Social Sustainability
At ADLER, we are committed to conducting our business in a responsible manner and respecting the human rights of our employees and all those who interact with us. Our Human Rights Policy and Code of Conduct help us to ensure that we achieve these aims.
With regard to respecting the human rights of our employees, we refer to and adhere strictly to the fundamental principles of:
− the United Nations Universal Declaration of Human Rights,
− the Declaration on Fundamental Principles and Rights at Work of the International Labour Organisation,
− the United Nations Convention against Corruption,
− the European Convention for the Protection of Human Rights and Fundamental Freedoms,
− the German law on corporate due diligence in supply chains.
This Code of Conduct applies to all executives and employees. We are committed to respecting and supporting the dignity and human rights of our employees and continuously strive for labour practices that respect international human rights and ultimately keep our operations safe from human rights abuses, including human trafficking and child labour.
We will assess and prevent potential human rights violations. In case of such a violation, we will take internal and external measures to remedy the situation.
4.2 Sustainable Environmental and Climate Protection
As a group of companies, ADLER is aware of its special responsibility for the environment. Sustainable environmental and climate protection and resource efficiency are important corporate goals for ADLER. We take responsibility for the environmental compatibility and sustainability of our products, locations and services and always comply with environmental protection laws and guidelines. We are constantly working on innovative energy concepts that contribute to ecologically sustainable development. In addition, we evaluate the environmental compatibility of our products and optimise them where necessary. ADLER employees are required to consider environmental protection issues in the course of their work, to use resources and energy appropriately and sparingly, and to report any shortcomings and irregularities with a negative impact on the environment to their superiors, sustainability officers or the Compliance Team.
4.3 Consumer Interests
ADLER considers itself a partner to customers and aims to offer safe and flawless products and services of high quality and safety. Of particular importance to ADLER is customer contact, which has a long-lasting impact on ADLER´s image. It is a matter of course for ADLER that all employees in this sensitive area behave in a compliant and ethically correct manner with our customers.
4.4 Public Relations
We respect the right to freedom of expression and the protection of personal rights and privacy. However, every ADLER employee should be aware that they can also be perceived as part of and representative of ADLER in the private sphere and are therefore requested to take into account the legitimate interests of the company when expressing their opinion, regardless of whether the expression of opinion is made publicly, privately, within or outside the company. In order to protect the company’s interests and to ensure consistent and sustainable corporate communications, every employee is required to forward any media enquiries about the company to the relevant corporate communications department or management without delay.
5 Handling Company Property and Information
5.1 Company Property
In fundamental terms, ADLER´s business facilities, equipment and data are to be used exclusively for the purpose of fulfilling business tasks. Exceptions to these principles, e.g. for company vehicles, mobile phones, etc., are explicitly defined in internal regulations. Every employee is obliged to treat both ADLER property and the property of third parties with care so that it is not misused, damaged or stolen.
5.2 Professional Secrecy
Confidentiality must be maintained regarding all internal company matters that have not been made public. This includes, for example, details relating to the organisation of the company and its facilities, as well as business transactions and internal reporting figures. This obligation continues to apply even after termination of the employment relationship.
5.3 Data Protection and Data Security
It is of great significance to achieve a high level of data protection within the Adler Group, as the success of the Group depends above all on the trustworthy and secure handling of personal data. This applies to the handling of personal data of individuals, in particular the data of employees, customers, shareholders, other business partners and third parties.
Due to the increasing connection of information and communication systems, the protection of personal data is a key concern, especially in today’s day and age. Personal data may only be collected, processed, and used for predetermined, clear and legitimate purposes. Personal data may not be used for purposes other than those for which it was originally collected. Technical protection against unauthorised access must comply with an appropriate standard that corresponds to the state of the art. The use of data must be transparent for the data recipients and their legal rights, such as to information and complaints, to rectification and, where applicable, to objection and cancellation, must be protected.
6 Information und Training
In order to raise awareness of our Code of Conduct and ensure compliance with it, ADLER employees are regularly trained on relevant topics related to this Code of Conduct. This can be ensured through in-person training or also via E-learning methods. Furthermore, ADLER also regularly provides specialized in-depth trainings on selected topics (e.g., antitrust law, anti-corruption, occupational safety, data protection, etc.) in working areas of increased risk.
7 Questions and Reporting of Irregularities
7.1 Questions and Support
Laws, directives or even regulations, etc. are often difficult to understand. Even the compliance with cross-border legal regulations does not always make it any easier to assess any behavior in a legally compliant manner. If an employee is unsure whether his or her conduct is in compliance with law, he or she can ask his or her supervisor or the Compliance Team under compliance@adler.de.
7.2 Reporting of Irregularities
7.2.1 Reporting via the Compliance Team
Every employee is responsible to report a violation or suspected violation of legal regulations, business principles or internal guidelines. Whistleblowers will not suffer any disadvantages as a result of providing information to the best of their knowledge and belief, unless they themselves have violated applicable laws or guidelines.
Every employee has the right to inform their manager of circumstances that indicate a breach of the regulations contained in this Code of Conduct. If this is not an option, reports of misconduct can be made by post, phone, fax or E-Mail. It is also possible to send information anonymously, particularly in the case of serious violations and possible criminal offences or indications of violations of financial reporting and auditing. However, this should only be done in exceptional cases if serious personal, labour law or social disadvantages are feared. The information provided will be investigated and reviewed in strict confidence by persons bound to confidentiality – where necessary, remedy measures will be taken by ADLER.
Contact of the Compliance Team:
Compliance-Team
c/o Adler Modemärkte GmbH
Industriestraße Ost 1-7
63808 Haibach
E-Mail: compliance@adler.de
7.2.2 Reporting via the Internal Reporting System in Accordance with the HinSchG
The whistleblower protection laws (HinSchG) issued in accordance with the applicable EU directives protect those employees who report legal violations in companies and oblige companies in the EU with more than 50 employees to set up a reporting system where information can be reported. We are happy to fulfil this obligation by giving all employees the opportunity to report violations securely.
All ADLER employees receive information on access to the reporting channels of the respective ADLER companies as well as a detailed description of the scope of application and implementation via the employee app and/or the usual internal communication channels (e.g. intranet, E-mail and/or notices).
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