Effective from
16 February 2023
Version: 2023/2
Document status: approved
Date issued: 16.02.2023
Approved by: Board of Directors
Date for review: 16.02.2025
Lead author/reviewer: María Hafþórsdóttir Office Specialist
Consultative panel: Kristin Magnusdottir CFO Rotovia and Daði Valdimarsson CEO Rotovia
1. Code of Conduct framework
1.1. Purpose and scope
Rotovia has set this code of conduct to set clear ethical standards and requirements for us and our business partners around the globe. The Code applies to the Rotovia organisation, its employees, board members, and others who act on the company’s behalf. However, it will not address every situation we may encounter or every law we must follow. It is meant to serve as a guide to help us make the right decisions, and in those situations where the course of action remains unclear, it provides additional resources to gain clarity. In such situations the guiding principles shall be to act in the best interest of Rotovia and to consult with a superior when in doubt as to how to act.
2. Fundamental Principles of Conduct
2.1. Comply with Laws, Regulations, and Internal policies
The Company and all its employees and board members shall always comply with and respect applicable laws, regulations, and internal Company policies, in all activities for Rotovia. If there is a conflict between law and Company policy, the law shall prevail. Although employees and board members are not expected to know the details of each of these laws, rules, and regulations, it is important to know enough to determine when to seek advice from superiors and other appropriate counsel.
2.2. Act in the Best Interest of Rotovia
All employees and board members shall be loyal and serve the best interests of Rotovia. Loyalty means to work for the best of Rotovia, within the framework of law and policies, and give Rotovia’s interests priority over other interests. We should always use our best judgement to enhance Rotovia’s value creation, protect the Company’s interests and contribute to its continuous improvement.
2.3. Act with Integrity
All employees and board members shall act with integrity in their activities for Rotovia. Personal integrity means doing the right thing even when no one is watching. While the expectation to do the right thing is unquestionable, it may not always be easy to determine the right course of action. We do our best to educate and communicate on ethical issues, but we also recognize the challenges of working in a global, complex organization. In those difficult situations, the following steps should be kept in mind when approaching a new question/problem:
- Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
- We recommend asking yourself the following questions
- Is it legal?
- Does it follow Rotovia’s policies?
- Is it consistent with Rotovia’s values?
- Will my decision maintain the company’s reputation?
- Would I be proud if my actions would be shared publicly?
- Use your judgment and common sense; if something seems unethical or improper, it probably is.
- Discuss the problem with your superior. It is your superior’s responsibility to help solve problems. If you are uncomfortable discussing the problem with your superior, you can talk to your general manager.
- You may – and are encouraged to – report violations in confidence and without fear of retaliation to your superior or other management representative, up to and including the CEO of Rotovia. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees or board members for good faith reports of suspected violations. Rotovia reserves the right to discipline anyone who knowingly makes false accusations or provides false information.
- Always ask first, and if possible, act later.
- Failure to adhere to this Code by any employee or board member may result in disciplinary action up to and including termination
We shall be honest, ethical, truthful, polite, and reliable. We shall act in accordance with Rotovia’s core values and behaviors and promote these values by acting responsibly, fairly, and politely towards colleagues, business associates, and society at large.
2.4. Respect and Care for Others and the Environment
We are committed to creating a safe working environment. Rotovia shall foster a corporate culture characterized by respect and care for other people, their property, society, and the environment. We shall behave in a way that inspires trust both when collaborating with colleagues and interacting with suppliers, customers, other business partners, or authorities. We shall treat others like we would like to be treated ourselves.
Rotovia understands manufacturing processes have an impact on the environment. We are committed to not only following all environmental laws and regulations but also holding ourselves accountable to do all we can to protect the environment. Whether it be reducing greenhouse gas emissions, increasing the usage of recycled materials, or minimizing our waste generation, we will always do our part, and more, to protect the planet.
2.5. Respect the Proprieties of Organisational Hierarchy
All employees shall respect and follow the management reporting lines within the organisational hierarchies in Rotovia whether operating within the local entity or with managers of corporate departments.
3. Guidelines
3.1. Conflict of Interest
We must make decisions that are in the best interest of Rotovia. A conflict of interest arises when our personal interests challenge our ability to make the best decision on behalf of the company. Because we value integrity, honesty, and transparency, even the appearance of a conflict needs to be appropriately reported to avoid any perception of favouritism. Examples of conflict of conflict of interest include the following:
| Personal Relationships | Being on the selection committee where one of the potential suppliers is a close friend or relative. |
| Financial Interests | Having a more than nominal financial interest in a supplier, customer, or competitor of Rotovia. |
| Business Opportunities | Obtaining a personal benefit from a business dealing you discovered based on, or related to, your work at Rotovia. |
| Use of Rotovia Assets for Personal Gain | Starting a business using Rotovia assets, such as time and materials. |
| Gifts, Travel and Entertainment | Giving and receiving business gifts that may influence a business decision or give the appearance of one. |
Typically, conflicts can be easily resolved. It is important to be accountable and disclose any actual, perceived, or potential conflict to your superior/general manager immediately, who will work to address the concern as quickly as possible.
You should not accept assignments or work for a competitor, customer, or supplier without consent from your superior. Also, you should avoid any direct or indirect business connection with Rotovia’s customers, suppliers, or competitors; except as required in your work for Rotovia
3.2. Contribute to Environment, Health and Safety
Rotovia strives to provide a safe and healthy working environment, with zero harm to people, the environment, or society. Employees shall be proactive and exercise sound judgment to maintain their own well-being and follow the guidelines in accordance with local law. Also, for safety reasons, it is prohibited to be under the influence of alcohol or drugs of any kind whilst at work or undertaking other Rotovia business. If you become aware of important issues related to health and safety in the workplace, consumer health, or the Company’s impact on the environment, you should notify your superior or management immediately. We can accept nothing but excellence with regard to health and safety. Excellence can only be achieved by including and empowering each and every team member to have a voice in our safety program.
Rotovia is committed to adopting practices of reducing waste, reuse, recycling, and recovery in order to utilize resources in the most environmentally prudent manner. You should be aware of local environmental policies and support the Company in its application.
3.3. Respect Human Rights and Equality
We are committed to creating a safe working environment. This means we must treat one another with dignity and respect. To reach this goal, all employees shall treat colleagues, customers, business partners, and others with respect. The company will not tolerate any behaviour which may be regarded as threatening or humanly degrading. Discrimination or harassment of any nature is absolutely prohibited. You should be sensitive to and respectful of cultural differences.
Rotovia uses the UN principles on business and human rights as guidance. The company does not and will not use child labour or engage subcontractors or suppliers that do so. We do not allow behaviour that is physically coercive, threatening, abusive, or exploitative.
If you have reason to believe there is a human rights violation at one of our facilities or in our supply chain, contact Human Resources or your manager immediately.
3.4. Protect Rotovia’s Reputation, Property and Assets
The reputation of Rotovia is important for the company’s ability to succeed. You shall avoid activities or behaviour which could damage Rotovia’s reputation.
Employees and board members have a responsibility to act responsibly and with caution to protect Rotovia’s property and assets against waste, damage, loss, theft and unauthorized use. Intellectual property such as patents, know-how and information shall also be protected.
3.5. Accurate Books, Records and Reports
Financial integrity should never be compromised. This starts with accurately representing our books and records honestly and truthfully. We must record transactions that occurred within their respective financial period. No revenue or expense should be brought forward or pushed back for the sake of hitting financial targets. There is no transaction that needs to be recorded as “off-the-books” and if such a situation arises you should inform your manager. We are all financial stewards of the company. We must be honest in all recordkeeping activities, including our timesheets, quality checklists, expense reports, and invoices. We need these documents completed fully and accurately, no matter how urgent the next matter is. Employees involved in financial transactions and accounting shall ensure that the Company’s books, records, accounts, and financial statements must:
- Be maintained in reasonable detail,
- Fully and appropriately reflect the Company’s transactions and never be false or misleading,
- Be promptly filed in accordance with any applicable laws or regulations, and
- Conform to applicable legal requirements, good accounting practice, and the Company’s internal requirements.
Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that may be misunderstood. This applies equally to e-mail, social media, internal memos, and formal reports. Records should always be appropriately retained or destroyed.
Rotovia’s agreements with employees, suppliers, customers, and other business partners shall, as a general rule, be entered into in writing and be properly filed. Oral agreements can be difficult to verify and may sometimes lead to suspicions that something illegal or unethical has taken place.
3.6. Preventing Bribery & Corruption
All forms of bribery and corruption are absolutely prohibited. Bribery includes offering, promising, or giving anything of value directly or through a third party, to improperly influence the decision-maker for the purpose of obtaining or retaining business or gaining a business advantage.
The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantages. No gift or entertainment should ever be offered, given, provided, or accepted by any employee or board member (or on their behalf) unless it:
- Is not a cash gift
- Is infrequent and is clearly consistent with customary business practices,
- Has minimal economic value,
- Cannot be construed as a bribe or payoff or given in return or a favour, and
- Does not violate any laws, regulations, or applicable policies of the other party’s organization.
Please discuss with your superior any gifts or proposed gifts that you are not certain are appropriate. No business dealing is so lucrative that we would compromise our integrity.
Even the smallest of bribes, often referred to as “facilitation payments,” are not acceptable. Facilitation, or grease, payments are small bribes to a government official used to secure or expedite a routine governmental service. Examples of facilitation payments include:
- Processing licenses, visas, and general paperwork
- Securing permits
- Turning on utilities
- Receiving customs clearance
- Delivery of mail
3.7. Confidential and Proprietary Information
Information is a valuable asset. All employees and board members shall treat information about Rotovia with due care. Employees and board members shall never disclose confidential information in a public setting, which includes our Rotovia colleagues unless required by law or without prior permission from an authorized superior. Do not assume that simply because someone works with you they have access or need to have access to confidential information. By confidential information, we generally mean information that is not or should not be, known to the public. Typical examples are business plans, budgets and forecasts, marketing and sales programs, customer or personnel records, etc. The confidentiality obligations continue without a time limit after the termination of the employment or the term of service as a board member.
3.8. Never engage in money laundering
Employees and board members shall not in any way become involved in money laundering as it is illegal. By money laundering we mean arrangements conducted in order to make money that is acquired through criminal activities, such as terrorist activity, drug dealing, and human trafficking, to appear like it has been lawfully earned. This activity may be difficult to detect, but it’s vital for us to have a heightened awareness of the following red flags:
- The customer provides insufficient information (e.g., beneficial ownership or details about the nature of the business)
- Customer requests for unexplained large purchases
- The customer is unwilling to comply with accurate recordkeeping
- Payments requests to/from several bank accounts that are not party to the transaction
If you have any suspicion of money laundering activity, contact your manager/superior immediately.
3.9. Fair Competition
We conduct business fairly and honestly and follow all competition laws. The Company seeks competitive advantages through superior performance and never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee and board member should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors, and employees. No employee or board member should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other illegal trade practice.
We should also avoid harsh language against our competitors’ products and services. It is acceptable to gather competitive intelligence, but only in an ethical manner. It is always best to use public sources of information (e.g., proxy statements, investor calls, and company websites). Seeking nonpublic information from a competitor is dishonest, lacks transparency, and is prohibited. What if a competitor at a trade show starts discussing sensitive information?
- Stop the conversation
- Make it clear that you are not interested in participating in the discussion
- Leave the situation
- Contact your Manager, Ethics & Compliance, or Legal immediately
4. Implementation
4.1. Implementation
The responsibility for implementing this Code of Conduct within each subsidiary of Rotovia lies with the managing director of the subsidiary.
4.2. Annual acknowledgement
To help ensure compliance with this Code of Conduct, the Company requires that all managing directors, plant managers, finance managers, sales managers, H&R managers, purchase managers, and board members review the Code of Conduct on an annual basis.
