The REMBE® Way:
Fair, decent and successful
1 Purpose and scope
It is basically a matter of course that companies, the management and the REMBE® Family Members act in compliance with the applicable laws. Ensuring that this is the case, is becoming ever more difficult due to the myriad of requirements and the increasing number of legal provisions and regulations.
All activities that help to ensure behaviour by a company and its employees that meet the regulations and laws in day-to-day practice and to prevent incorrect behaviour are referred to as "compliance". This also includes observing contractual agreements and voluntarily agreed commitments.
This REMBE® Commitment to Decency constitutes the basis of compliance activities at REMBE®. It describes the key legal and business policy principles that we use in our relationships with customers, vendors and other business partners as well as in our internal cooperation. It also determines our conduct on international markets and in the various countries in which we work. The REMBE® Commitment to Decency aims to support the REMBE® Family Members in their daily work.
Honesty, responsibility, professionalism, trust and appreciation are the values that we live in our behavior. That is what the company and the REMBE® brand stand for.
We consider observance of these core values to be just as a requirement for justifying the trust our business partners place in us, being a successful market player and ensuring the high quality of our products and services. For us, the reputation of this company is more important than the individual success of any particular business transaction or person.
The REMBE® Commitment to Decency is binding for all REMBE® Family Members. It does not just apply to the conduct during working hours, but also to activities outside the workplace that could affect the interests of the company, or where a REMBE® Family Member is perceived in a company-representing manner by third parties.
In some countries business practices do not meet the requirements of this REMBE® Commitment to Decency. Nevertheless, the Managing Director expects to use these rules for guidance on the basis of the relevant applicable laws from all REMBE® Family Members. Regional regulations shall have priority if and to the extent that they exceed these requirements.
2 Basic rules
2.1 Working with each other
The relationships between the REMBE® Family Members in all organisation units, teams and in all REMBE® satellites are characterised by professionalism, mutual respect and fairness. In this we take account of cultural differences.
Nobody is disadvantaged due to their age, gender, marital status, their religious and political worldview, sexual orientation, disability, homeland, origin and race. The strong help those who are not as strong. In the working environment we do not tolerate discrimination, harassment or reprisals. This also applies to our contacts with people outside of the company, for example, job applicants.
2.2 Acting as an example
The REMBE® Family Members who take management responsibility shall act as example for all REMBE® Family Members. They are expected to observe the principles laid down in this REMBE® Commitment to Decency with special engagement, as well as providing support and ensuring they are complied with in everyday work life.
We cooperate with official organisations and authorities and support their work – while maintaining our rights.
In order to avoid misunderstandings and/or a lack of clarity, only expressly authorised REMBE® Family Members can provide company statements. This applies in particular to communication with the media, official organisations and authorities.
As a matter of principle we do not provide information on customer relationships, matters relating to an individual REMBE® Family Member, competitors or ongoing investigations. We do not comment on rumours as a matter of principle.
2.3 Communication and transparency
Reports and communication to REMBE® Family Members, business partners, the public, official organisations and authorities shall be understandable, truthful and submitted in good time. They must also be in compliance with the applicable laws and regulations. Our financial statements shall correctly document business transactions.
Preventive legal advice
In order to reduce risks REMBE® Family Members should obtain advice from the REMBE® lawyers if there are legal issues in question or uncertainty.
Use of company resources
Each REMBE® Family Member shall handle the company's resources, such as machinery, fixtures and office materials, responsibly. Private use is not allowed. In individual cases, exceptions require an approval from the responsible Chief Officer or Chief Executive Officer. In particular, the REMBE® guidelines must be consistently applied when using corporate digital communication media.
Gifts, favours, hospitality or other benefits may only be given or accepted if they do not infringe applicable laws and neither damage the public reputation of REMBE® nor the integrity of the REMBE® Family Members if they become known publicly.
In cases of doubt, the matter must be discussed and agreed with the responsible Chief Officer, the Chief Executive Officer or the Chief Compliance Officer.
2.4 Abiding by the law
We operate our business in such a manner as to comply with the applicable laws, other binding regulations and obligations that we have entered voluntarily. It is in particular the responsibility of the Chief Executive Officer, the responsible Chief Officer/Team Leader, to give the REMBE® Family Members all the necessary instructions and support, e.g. access to all internal guidelines, and if necessary to explain them.
Innovative products and solutions are of great importance for the development of the company. Inventions made by REMBE® Family Members or third parties for the company must be legally protected by reasonable means. No REMBE® Family Member may disclose information on the company's know-how and expertise (e.g. drawings, business ideas, market information, prices, data media) or business secrets to project partners or other third parties without being expressly authorised to do so.
Corruption, Bribery
When competing for orders REMBE® bases its decisions on objective economic criteria such as quality, price and customer benefit.
The REMBE® Family Members are not permitted to offer or give third parties direct or indirect advantages to exert an unfair influence on economic decisions, whether through financial payments or other means. No REMBE® Family Member may use his or her employment relationship to demand, accept or otherwise acquire unfair advantages.
2.5 Business relationships
Awarding contracts
We maintain fair dealings with all business partners. Vendors and service providers are selected using objective and traceable criteria as well as on the basis of comparing quotations.
Business incentives
Commissions or benefits (e.g. discounts or price reductions) related to goods and services are permissible business incentives. Their use always requires – in addition to comprehensive documentation – great care and the observation of the relevant legal provisions and regulations.
Payments
Payment for goods and services received shall be made directly to the relevant contractual partner and in general in the country where he is based. Before agreeing on other payment arrangements the responsible Chief Officer must be informed, who informs if necessary the Chief Executive Officer.
2.6 Conflicts of interest
Secondary employment
Holding a second job requires the prior approval of the responsible Chief Officer and the Chief Financial Officer. Consent will not be given as a matter of principle if the secondary employment may adversely affect work performance and/or security in general, contradicts the REMBE® Family Member duties or if there is a risk of a conflict of interests.
Interests held in competitor, customer and vendor companies
Material interests held by REMBE® Family Members in a competitor, customer or vendor company of REMBE® require the consent of the Chief Executive Officer, the responsible Chief Officer and the Chief Financial Officer. Material interests held by close family members of a REMBE® Family Member in a competitor, customer or vendor company must be notified to the Chief Compliance Officer if there is the possibility of a conflict of interests for the REMBE® Family Member. Spouses, registered partners, children and other relatives with whom the REMBE® Family Member has lived in the same household for at least a year at the time the stake is purchased are defined as close family members. A material interest is defined as 10 % of the shares or more, for listed companies 1 % or more.
Transactions with employees or family members
There should be no REMBE® transactions with employees or their family members if they have not been agreed individually in advance by the Chief Executive Officer/responsible Chief Officer.
Business opportunities
No REMBE® Family Member may exploit REMBE® business opportunities to his or her own advantage or the advantage of third parties.
2.7 Confidentiality
All information pertaining to REMBE® must be considered as potential trade secrets. Therefore, it must be treated with the proper confidentiality, as far as this is legally permissible, and any disclosure to unauthorised third parties (including family members and friends) must be prevented during or after termination of the employment relationship.
Each REMBE® Family Member shall handle such information responsibly and with foresight, e.g. through a prudent storage and avoidance of any information being left out in the open, in order to protect it from access by third parties.
It is also prohibited to use such information for personal gain, for the benefit of third parties or to the disadvantage of REMBE® (e.g. registration of an intellectual property right under one's own name). In cases of doubt, a consent from the Chief Executive Officer must be obtained prior to disclosure or transfer of any such information.
2.8 Social engagement
REMBE®'s social engagement includes making donations, mainly for social or cultural purposes, but also for research and development topics. Donations are made in a transparent manner and free of personal interests. All donation processes are documented and are subject to the REMBE® charity initiative.
As a matter of principle REMBE® does not get involved in party-political activities. This includes financial support and benefits for parties, political organisations and their representatives as well as activities or events on behalf of or on the REMBE® premises. The REMBE® Family Members are always free to get involved appropriately in political activities as private individuals and citizens – outside of working hours.
3 Special issues
3.1 Competition and cartel law
When dealing with competitors and business partners we follow the rules of fair competition. These are the basic requirement for performance-based market regulations. Any actions that aim to create an economic advantage in a manner that contravenes competition law or using cartel agreements are prohibited. This relates in particular to agreements among competitors to fix or control prices, boycott certain vendors or customers, share customers or markets, restrict the production or sale of products.
Infringing current competition law can result in substantial fines, risk of damages and loss of image that harm our company and its position in the market. In addition, the affected REMBE® Family Members themselves will have to expect legal consequences.
3.2 International trade and export control
REMBE® observes the relevant customs and export control regulations in international trade. Each REMBE® Family Member shall follow the internal rules on export control as well as the legal provisions and regulations.
Without approval by the relevant authorities, REMBE® does not import or export materials, products or technologies that are subject to statutory control and require import or export permits.
3.3 Tax laws
As an internationally operating group, REMBE® observes all relevant tax law provisions. It does not support improper behaviour by business partners.
We set transfer prices using globally recognised principles and compare them with the terms and conditions of external third parties.
REMBE® Family Members on international assignments are obliged to comply with the tax laws that apply to them personally.
3.4 Environmental protection
Compliance with high environmental standards is an important element of our company policy. This includes the incorporation of an environmentally-minded way of thinking, and the development of a sound environmental awareness in the daily work of all REMBE® Family Members, as well as the full compliance with legal regulations, and a futureoriented way of acting with regard to environmental protection. Our objective is to continuously optimise the environmental protection. The certification compliant with DIN EN ISO 14001:2015 and the environmental projects promoted by us within the scope of the REMBE® green initiative demonstrate our commitment to environmental protection.
3.5 Occupational health and safety
REMBE® provides a safe working environment for the REMBE® Family Members. As a family owned company, we attach great importance to
- a culture of mutual trust and responsibility
- appreciation towards all REMBE® Family Members and the REMBE® Family Members among each other
- open communication between all employees, regardless of their position
- compliance with legal requirements forward-thinking activities in the field of occupational health and safety
- prevention of accidents, personal injuries and occupational health issues
- avoidance of risks through voluntary preventive actions
- consideration of requirements resulting from societal changes
3.6 Safety and quality of products
Operational safety is an important responsibility to which REMBE® has dedicated itself wholeheartedly. Throughout the world we have a single aim – to provide the best possible protection for the systems and processes of our customers.
The quality of products is subject to regular surveillance by different international notified bodies. The result is safety products licensed under globally recognised and industry-specific standards and regulations.
3.7 Data privacy and protection
REMBE® respects the rights of the REMBE® Family Members and third parties relating to their personal data. The company takes the necessary precautions to ensure that personal data is only recorded, processed and used in strict compliance with the relevant applicable provisions.
3.8 IT security
As a result of the intensive use of IT systems, the business activity of REMBE® is heavily dependent on their operation and availability. In order to limit the resulting potential risks the applicable guidelines on IT security must be observed strictly.
4 Implementation
Each REMBE® Family Member consciously and actively contributes to implementing the principles of this REMBE® Commitment to Decency correctly in his or her area of work.
Information and control duties by the Chief Executive Officer
The Chief Executive Officer ensures that the REMBE® Family Members are informed about the content of the REMBE® Commitment to Decency and comply with its stipulations. The REMBE® Family Members can discuss any questions in connection with this REMBE® Commitment to Decency with their Team Leader, the responsible Chief Officer or the Chief Compliance Officer.
Employee duty of notification if violations become known
In cases of doubt and in case of violations of the REMBE® Commitment to Decency the REMBE® Family Member informs his Team Leader, the responsible Chief Officer or the Chief Compliance Officer.
Chief Compliance Officer
The Chief Compliance Officer supports the implementation of the REMBE® Commitment to Decency in the company. In this function he reports directly the Chief Executive Officer, but does not receive instructions from him.
If the Chief Compliance Officer determines that there is reasonable initial suspicion of infringement of the provisions of the REMBE® Commitment to Decency he may request the responsible Team Leader/responsible Chief Officer to assist in clarifying the matter. Information on any incorrect behavior will be treated anonymously upon request in order to avoid disadvantages for the REMBE® Family Members providing the information.
Alternative information point
If REMBE® Family Members are or become aware of facts relating to criminal or cartel law, instead of the Chief Compliance Officer they may also inform the law office commissioned for this purpose by REMBE®. This also applies to any kind of violation of human rights, such as, for example, discrimination.
The law office will forward such information to the Chief Compliance Officer but without naming the informant in order to ensure confidentiality in such cases (ombudsman system). Contact can be made from any country, either in German or English, and both by telephone and in writing.
The contact data of the REMBE® attorneyship are:
GERMANY
Lawyer Heiko Pleines
c/o
KRELL / PLEINES / WILCKE
Baumstraße 25
45128 Essen, Germany
T +49 201 / 43 87 48 23
F +49 201 / 43 87 48 28
[email protected]
www.kpw-kanzlei.de
WORLDWIDE
Lawyer Nicolas M. Dumont, LL.M.
c/o
GvW Graf von Westphalen
Rechtsanwälte Steuerberater Partnerschaft mbB
Ulmenstraße 23-25
60325 Frankfurt on the Main, Germany
T +49 69 707970-136
F +49 69 707970-199
Mobile +49 173 3932921
[email protected]
www.gvw.com
Sanctions and consequences
Infringements of the REMBE® Commitment to Decency may result in employment, civil or criminal law consequences for the REMBE® Family Members concerned and will also be treated in line with the usual corporate practice.
