Code of Conduct
WHY DO WE NEED A CODE OF CONDUCT?
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OUR VALUES
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OUR CONDUCT
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1. We create a positive working environment together
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2. We act with integrity
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3. We avoid conflicts of interests
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4. We establish long-term relationship with our shareholders
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5. We handle our company’s assets responsibly
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6. We face our responsibilities to the environment and to society
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IMPLEMENTING OUR CODE OF CONDUCT
2011
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Why do we need a Code of Conduct? As a company active in the industry of business communication, we are a part of our customers’ daily lives. They have high expectations of our companies and our employees. In order to meet these expectations even better, we have created a Code of Conduct that defines the values and principles common to all PubliGroupe companies. We can refer to them and are committed to their application. The Code is therefore a kind of compass that we can use to find our way if we loose track. When under pressure from time or stress, it is easy to overlook the legal or ethical dimensions of a situation. That is why it makes sense to identify and resolve potential conflicts of interests in advance. After all, violations of the law and morally reprehensible behaviour jeopardise the integrity and reputation – and thus the success – of PubliGroupe. In our business conduct, we take no ethical shortcuts in favour of short-term interests; rather, we always abide by the highest ethical standards. For us, this is an essential prerequisite to keeping our customers, employees, business partners and shareholders satisfied. Because we wanted to develop a Code of Conduct that was truly relevant to our employees’ dayto-day work, we organised workshops. At this point, I would like to warmly thank the participants of these workshops for their commitment and contribution. The conflict situations and ethical challenges they raised formed the starting points for the content of the Code of Conduct and for the examples that you will find in this document. We would also like to encourage this type of open dialogue and active debate about our values and standards during our day-to-day work. An E-learning tool was developed so that we can test the appropriate behaviour based on concrete examples. Information channels were set up which you will be able to turn to with questions and comments about the Code and its content. Moreover, from now on, a chapter in our Annual Report will be dedicated to the Code, to its implementation and, if applicable, to verified cases. Please take the time to read and understand our Code of Conduct. I ask you to fully and actively contribute to making the Code an integral part of our corporate culture. I and the entire Board of Directors are committed to this goal, and we expect the same from our management teams. That's why the personal pronoun "WE" is used throughout the text.
Hans-Peter Rohner Chairman and CEO, PubliGroupe
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Our values Our values express what we strive for and they give us direction in our everyday work. We respect the following values:
• Customer and service focus Our commitment to customer service is at the heart of our business. Our customers expect ever more from us, and we consider everything we do from the customer’s point of view. We maintain contact with our customers; we speak their language, ask them about their individual wishes and listen to them. This is how we can offer the individual solutions and services they need. We approach our customers in a cooperative and confident way. They like working with us. We keep our promises. We consider complaints as a chance to better understand our customers’ expectations and to adapt our services. We want to build long-term customer relationship based on cooperative dialogue and a mutual benefit.
• Entrepreneurship and Intrapreneurship We see entrepreneurial spirit as one of the most important factors in our success. Recognising and grasping opportunities in the market, being able to speedily bring innovative ideas to life and actively creating solutions for our customers’ and partners’ needs will be the key behaviour that distinguishes us from the competition. Our employees on all levels are active, autonomous and responsible. In order to meet and exceed their goals, they think and act out-of-the-box, take initiative and act in the interest of their company without being asked, even if it takes them outside of their job description. In order to make entrepreneurship possible for our employees, we give them the resources they need, and we recognise the right to make mistakes. In addition, we develop structures that encourage creativity and reduce bureaucracy.
• Transparency and Integrity By profession, we are often looked at with a critical eye by the media. To keep the public’s trust in our business, it is important that our business activities are transparent and understandable. We do not hide behind silence or empty words. While keeping competition-relevant information and private data confidential, we inform all of our stakeholders openly about our plans, decisions and processes. Our employees are familiar with the strategy and the current business situation of our company.
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Our conduct Our company does not work in a vacuum. It is part of a society in which it must prove itself a responsible partner. In order to maintain and encourage trust in the integrity and responsibility of our companies, we pledge to abide by the law and to implement the ethical rules of conduct that are described hereunder. The rules listed in this Code of Conduct cannot possibly cover all of the ethical and legal conflicts that may arise in our day-to-day work. Therefore, we trust our employees’ good judgement and expect that they will turn to their line managers or to HR in case of doubt or concerns.
1. We create a positive working environment together Committed, satisfied and morally irreproachable employees are the basic prerequisite for an environment of integrity within a company. This is why it is so important that we create a positive working environment together where we can feel comfortable and develop our skills, and where we can express critical opinions openly.
One of your colleagues is requesting your support for a topic for which you are recognised as an expert. You could solve the problem within 15 minutes but you are already very busy. What do you do? (*)
Relations between employees are based on respect for the dignity of every individual and the equal treatment of all. We value the fact that mutual appreciation and team spirit are the defining characteristics of our teamwork.
Management principles Our management knows that they play a decisive role in creating a positive working atmosphere and feedback culture, and they act accordingly. The managers give their employees responsibilities and delegate tasks in a goal- and result-oriented way. On one hand they give praise spontaneously and honestly. On the other hand they express critics openly, directly and with fairness. Our managers inform their team about everything that is important for their work regularly and without being asked. (*)You can find the solutions to all the examples in the corresponding module on the E-learning platform.
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We explain the purpose of our tasks and strive for an effective internal communication. We encourage our employees to improve their performance, develop their ideas and abilities by investing in targeted training. We aim at fairness in our compensation policies. We are convinced that the diversity of our employees is valuable for the success of our business. We recruit, compensate and encourage our employees based on their performance and their ability to fulfil their tasks and without discriminating on the basis of origin, skin colour, gender, age, religion, sexual orientation, civil status, handicap or other reasons that have no connection to the task at hand.
A colleague told me that for a while now, he had the feeling that the coworkers in his team are systematically excluding him by stopping conversations when he enters the room, keeping meeting times from him, and so on. He dreads going to work every morning. What shall I do?
We do not tolerate practices such as mobbing or sexual harassment that lead to the exclusion or humiliation of our employees.
2. We act with integrity * We treat our customers with integrity Our reputation, the loyalty and the trust of our customers depend on our integrity, professionalism, competence and the quality of our services. Therefore, we always present ourselves to our customers as courteous, dependable, respectful and honest. We strive for a long-term and cooperative relationship with our customers. In order to be able to optimally meet their needs, we listen to them carefully.
An employee of the IT department receives a phone call from his best friend, who asks him to reveal the identity of a customer who has placed a coded job advertisement. What shall he do?
Our customers know exactly which services and products they can get for what prices. We don't use sales techniques that exceed the limits of legitimate sales promotion. Our contracts are based on precise, comprehensible and fully lawful facts. They contain a transparency clause in which we commit to fully inform our customers about any agreements with or benefits or compensation received from our business partners.
A Key Account Manager for national customers and media agencies often tries to sway his partners to generate as much profit through him as possible by giving away services or providing cash back or kickback payments. This way of doing business disturbs his colleagues.
* "With integrity" means incorruptible, legal and fair.
What shall they do?
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We treat our suppliers and business partners with integrity We work cooperatively with our suppliers and business partners and base our teamwork on principles of fairness. We choose our suppliers based on their performance and reliability as well as on the quality and price of their products and services in order to ensure our customers' benefit. We keep our suppliers’ internal data confidential. In return, we expect to be treated with integrity by our suppliers and business partners. This is the foundation for mutual success.
We treat our competitors with integrity We are engaged in open and fair competition for market shares with our competitors. We abide by national antitrust laws. In order to stand our ground in this competitive environment, we research our competitors’ strategies – but solely through public sources. We abide by competition laws and never engage in price-fixing or in dividing up regions or customers.
3. We avoid conflicts of interest In our company, we carefully separate our personal interests from those of the firm. We take care to prevent even the appearance of a conflict of interests.
Personal conflicts of interests Personal conflicts of interest can arise as a result of second jobs, occupying a post as a director or on a supervisory board, teaching assignments, financial involvement, family relation or friendship. Involvement in these kinds of additional occupations must thus be approved in writing and documented by the company in advance. Engaging in such activities must take place outside of working hours, unless otherwise agreed.
A Product Manager wants to work with a creative agency to update the brand of his product. One of his best friends has just opened his own agency. What shall he do?
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Family relations, friendships as well as financial investments existing between employees and external service providers or suppliers must always be reported as well. Their line managers can advise affected employees on how a conflict of interests can be avoided. We avoid any and every form of commercial advertising or marketing within the company that serves only our own interests and competes with our companies’ services.
During an award procedure, an employee in charge of selection is related to the director of one of the bidding companies. What shall he do?
Giving gifts and invitations Invitations and benefits in kind that are common and appropriate in day-to-day business (meals, distributing lowvalue promotional articles such as calendars, pens etc.) do not normally present conflicts of interest in the course of professional and social contact between companies. When presenting our business partners with gifts, we apply the following guidelines: • We give gifts as openly or publicly as possible. • We enquire in advance whether our business partner has internal guidelines regarding gift-giving. • We avoid giving the impression that we expect services in return by choosing a neutral time to make the gift. • We respect our business partner’s decision to refuse a gift. Gifts that might be considered as conflict of interests are characterised by the personal advantages or enrichment that arise from them as well as by their disproportionate and unusual value. We never use bribes or give benefits in kind.
Accepting gifts and invitations The same basic rules apply to our employees when they accept gifts and benefits in kind. Gifts and invitations should not be accepted if they may influence us in our decision-making. Gifts with symbolic value may be accepted occasionally. As soon as we have the feeling that a gift may cause us to become biased, we should not accept it, but reject it politely.
I received two tickets for a concert that a business partner of ours is sponsoring. I know that the tickets were expensive. We are also in the middle of negotiations about extending this same service provider’s contract. What shall I do?
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In order to promote transparency and avoid dependencies in advance, we should inform our manager about any gifts or invitations we receive. Should it prove impossible to tactfully reject a gift of disproportionately high value, we promptly give the gift to the HR department, which will donate it to a charitable cause. On principle, accepting gifts of money is strictly prohibited.
4. We establish long-term relationship with our shareholders Our company’s success depends largely on the trust of the financial market. We protect the interests of our shareholders and other investors and treat all investor groups equally. Based on a long-term and responsible dedication to our company values, we strive for attractive returns for our investors. We are committed to complying with the Corporate Governance Standards of the Swiss Stock Exchange. Our company informs our investors honestly and at an early stage about our business situation and its development.
5. We handle our company’s assets responsibly We treat everything belonging to the company as if it belonged to us. We protect them from damage, fraud, theft and abuse.
I would like to show a film privately and would like to borrow a projector from his department’s supplies. What shall I do?
We use company facilities or items only for official business. In exceptional cases, private use is allowed following written approval from the line manager.
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Expenses and working time We use our working time to do our tasks and record our hours correctly. Prior to planning business trips, we always check if the trip truly serves our business interests, and we try to keep the related expenses within reasonable limits. We report and record our expenses responsibly, truthfully and correctly.
I'm an assistant to a branch manager and I put together his monthly expense reports. One day, I noticed a receipt for a horrendously expensive night at a hotel and didn’t dare to ask for explanations about room service and champagne. I recorded the amount on the expense report along with the comment “business trip”. My boss signed off on the expense report and forwarded it to the regional office. What shall I do?
Handling confidential information We protect our customers’ confidential information. We never reveal confidential company information to the media, competitors or other outsiders/third parties, including family members and friends. This remains the rule even when we leave the company. If, in the course of our work, we receive share-relevant information about PubliGroupe or customers’ companies that is not yet public (e.g. acquisitions, new strategies and products), we do not use this information to negotiate our private holdings and never give this information to third parties.
Accounting We draft our financial reports carefully, truthfully, thoroughly and in accordance with the relevant statutory provisions/laws. We regularly calculate our risks and implement effective control mechanisms to counteract/avoid them.
Proxies We act within the framework of the duties described in our employment contracts. In relations with third parties, we avoid making agreements without receiving the appropriate authority and approval from our line managers or from the qualified department. This applies to all verbal and written agreements that are binding on us. We always follow the relevant processes and procedures.
During a sales pitch, a customer informs a colleague of mine about his company’s upcoming share price trends. What shall he do?
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6. We face our responsibilities to the environment and to society We respect the local laws and cultures of the countries we are active in. We abide by the principles of the Universal Declaration of Human Rights and respect the various conventions of the International Labour Organization. We take our obligations as a taxpayer seriously. We encourage our employees to respect and protect the environment in their day-to-day work and to avoid wasting resources.
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Implementing our Code of Conduct The implementation of this Code of Conduct will be supported by a management process: - All employees will receive a copy of the Code of Conduct and can practice applying it with the help of an E-learning tool. - The Code of Conduct will also become part of the employment contract. - The "Audit" Committee and the "Nominations and Remunerations" Committee will receive a yearly report on violation to the Code. Appropriate measures or adaptations of the management process will be discussed and decided within the "Nominations and Remunerations" Committee and the Code will also be reviewed based on its practical applicability and completeness in relation to current challenges. - The Chief Compliance Officer and the other members of General Management will also report yearly to the two Committees on their activities related to implementation of the Code.
Personal responsibility This Code of Conduct is valid for all employees of all PubliGroupe companies. Each individual is responsible for its implementation and for complying with it. In case of legal questions, concerns or comments about the Code, we turn to our line managers or the HR department for advice and help.
Managerial responsibility Our managers bear particular responsibility for the implementation of the Code. They should regularly make sure that their employees are familiar with the Code and act according to its principles. They create an atmosphere of trust and openness that encourages employees to discuss even unpleasant subjects honestly. They develop and institute measures that ensure that the Code is implemented in their division and regularly reassess their effectiveness. Managers pay heed to violations of the Code, behave exemplary and react promptly to them. If necessary, they resort to disciplinary measures, make an effort to correct any shortcomings and inform HR.
Help with decision making This Code is only an initial supporting tool. In our everyday work, we constantly encounter situations in the grey area between what is legally allowed and what is morally correct, where neither the law nor our Code can provide a clear answer. In such cases, we talk to each other in order to analyse the situation and its possible solutions based on the following questions: • • •
Is my decision legal? Does it correspond to PubliGroupe values, the rules of the Code of Conduct and the guidelines? What effects will my decision have on others (customers, co-workers, suppliers, competitors and the general public)?
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• • • •
What would happen if everybody acted the same way? Would this be desirable for me and my company? How would an outsider view my decision? Can my decision be interpreted as misconduct when viewed from the outside? What would happen if this appeared in the newspapers tomorrow? Would I be able to credibly explain and justify my decision? Do I really have all the relevant information to propose a responsible solution?
Help with difficult decision making and reporting of misconduct Because we aim to foster open dialogue about our values and standards, we can share difficult situations informally and spontaneously through the E-learning tool or by sending an e-mail to code@publigroupe.com. In this way, we can get help before the situation becomes a major problem. In addition, on the intranet we can find a collection of case studies and a list of FAQs, all frequently updated. This is an additional information channel that encourages open dialogue about the Code throughout the entire organisation. The first port of call for questions or problems related to the Code will still be our line managers. If this does not lead to a satisfactory solution or if turning to our managers is impossible or inappropriate for whatever reason, we turn to HR. There, the concerns will be handled confidentially. If a conversation with a line manager or with HR proves impossible for serious reasons, questions, complaints or reports can be posted on the secured online-platform Integrity Line of MOVIS (www.integrity24.com), neutral and external consulting company. The notifications will be forwarded automatically, anonymously and strictly confidentially to the Group Chief Compliance Officer who will be responsible for the treatment and the investigation of the cases. . When reporting violations of the Code of Conduct or point out harmful behaviour, we are protecting the company. By failing to report such misconduct, we are making ourselves an accessory. We will see to it that persons who report violations of the Code to the best of their knowledge and in all conscience are not penalised. However, we will not tolerate libel and slander.
Scope of the Code This Code is binding on all employees of PubliGroupe companies where more than 50% of the shares are held as well as its Board of Directors. This Code supplements our existing internal rules and directives. It is important to us that our suppliers and business partners also respect the Code’s rules
Sanctions Violations of the Code can lead to disciplinary measures ranging from financial consequences to dismissal and legal consequences (e.g. claims for compensation).