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Vestergaard Code of Conduct and Anti-Bribery Policy

  

1. Vestergaard Code of Conduct

This document (the “Vestergaard Code of Conduct”) applies to all companies controlled, directly or indirectly, by Vestergaard 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 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 employees shall be trained in and shall adhere to the Vestergaard Code of Conduct. As part of the training, all Vestergaard employees are encouraged to ask questions to and seek clarification from the Internal Compliance Council or other relevant representatives of Vestergaard whenever in doubt.

1.1 General Business Principles

1.1.1 Compliance with the Law

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

1.1.2 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.

1.2 Business Integrity Principles

1.2.1 Competition

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

1.2.2 Money Laundering

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

1.2.3 Political Contributions

Political contributions (monetary or in kind) to political organizations or their representatives are not allowed under any circumstances.

Donations (monetary or in kind) and samples are allowed as long as they are in accordance with applicable local legislations and Vestergaard’s Anti-Bribery Policy.  Donations are typically made in relation to company events and sponsorships, while samples are usually used to secure a future sale.

1.2.4 Donations and Samples

Donations (monetary or in kind) and samples are allowed as long as they are in accordance with applicable local legislations and Vestergaard’s Anti-Bribery Policy.  Donations are typically made in relation to company events and sponsorships, while samples are usually used to secure a future sale.

Donations and samples need to be approved in advance (before they are made or even promised to third parties), as follows:

  • By the respective Business Unit Managing Director - All donations and samples regardless of total value;
  • By both the respective Business Unit Managing Director and the Cash to Grow (C2G) committee - All donations and samples with a total value including transportation cost equal or higher than $3’000;

1.2.5 Corruption

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

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

1.2.6 Conflicts of Interest

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

1.3. Labour Standards and Human Rights Principles

1.3.1 Labour Standards

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

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

1.3.2 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 respects the culture and religion of the countries and the people who live there.

1.4 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 employees 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.

1.5 Implementation

Vestergaard employees shall receive specific training in the Vestergaard Code of Conduct and shall therefore know and act in accordance with the Vestergaard Code of Conduct when acting on behalf of Vestergaard.

The Board of Vestergaard shall appoint an Internal Compliance Council who has the following overall responsibilities:

  • Implementation of the Vestergaard Code of Conduct ;
  • Maintenance of the Vestergaard Code of Conduct principles in the organization; 
  • Ensure that relevant contract clauses are incorporated in agreements entered into by Vestergaard, and that such clauses are updated if and when required. 
  • Continue adherence to and follow up of the UN Global Compact Principles, and monitor of any internal and external developments.

1.6 Monitoring/Audit

The Internal Compliance Council shall appoint a Chief Compliance Officer who directly reports into the Internal Compliance Council, and who has the following overall responsibilities: 

  • Execution of the implementation of the Code of Conduct; 
  • Monitor the compliance activities to ensure the maintenance of the Vestergaard Code of Conduct principles in the organization; 
  • Report (quarterly or as required) to the Board on the status of the implementation of the Code of Conduct and maintenance of its principles.

The Internal Compliance Council and the Chief Compliance Officer 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 senior management.

Any suspected or actual breach of the Vestergaard Code of Conduct, including complaints received, must be promptly reported by Vestergaard employees 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 whistleblower 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.

 

2. 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 in detail the topic of corruption covered in the Vestergaard Code of Conduct and what Vestergaard expects from Vestergaard employees 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.

2.1 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.

2.2 Gifts, contributions and gratuities

Gifts and entertainment are in general not allowed. However, business coffees, lunches, and dinners can be offered to or received from third parties, and comply with the Vestergaard Code of Conduct as long as: 

  • They are business related and consistent with locally accepted business practice; 
  • They are not offered or received for the purpose of obtaining an improper advantage;
  • They could not be perceived as a bribe, do not make the recipient feel obligated, or make it difficult for the recipient to make a fair decision; 
  • They are occasional, and not offered or received on a regular basis to or from the same people; 
  • They are reasonable in value considering the jurisdiction or country where they are offered or received; and
  • Purpose and names of participants in business lunches and dinners need to be clearly mentioned in the expense reports or credit card statements to be approved as per current policies.

Cash or its equivalent is considered as an unacceptable form of gift and entertainment.

It is the responsibility of every employee of Vestergaard to voluntary disclose and report to Internal Audit & Compliance any kind of gifts and entertainment that does not comply with the above guidelines.

Common sense must always apply when inviting customers or suppliers. If and when in doubt, Vestergaard employees should consult Internal Audit & Compliance for advice before making or promising any gift or entertainment.

Under the authority of the Chief Compliance Officer, Internal Audit & Compliance will, from time to time, audit Vestergaard’s records to ensure the appropriateness of any gifts and entertainment given or received within a calendar or financial year. Reporting of gifts and entertainment to the Internal Compliance Council is done on a regular basis or as needed.

2.3. FACILITATION PAYMENTS

Facilitation payments are in general not allowed. These payments are typically small, unofficial payments made to secure or expedite a routine or necessary government action by a government official, when Vestergaard has already paid for, or is entitled to, that action.

Vestergaard employees should always apply an attitude of firm resistance to requests for such payments. However, Vestergaard employees should never refuse to make a payment if faced with a threat of, or fear of, violence or loss of liberty.

2.4 Public officials

Although this policy prohibits any kind of bribery, transactions with public officials warrant close scrutiny.  In this respect, Vestergaard employees are 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.

2.5 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.

2.6 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 employee must use his / her common sense to assess and identify activities which might violate anti-corruption legislation.

2.7 Training

Vestergaard ensures that all its employees receive training regarding the Vestergaard Anti-Bribery Policy, at least once a 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.

Proper records of training areas, dates, and participant names shall be maintained under the authority of the Chief Compliance Officer.

2.8 Compliance objectives

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

2.9 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:

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