The term "compliance" literally means "fulfillment", "observance," or "obedience." In a business context, "compliance" is defined as adherence to legal regulations and obligations applicable to a company and its employees, as well as internal regulations and obligations.
Adherence to laws and internal business relationships is the basis for the lasting commercial success of our company and its collaboration with business partners, customers, and colleagues.
The ALTANA Code of Conduct
To provide our employees with a practical guide to the type of behavior that is in conformity not only with the law but also with our company’s aims and objectives, ALTANA has drawn up its own Code of Conduct, which sets binding standards for the management and employees in the companies of the ALTANA Group. If there is any doubt as to whether a certain type of behavior or action conforms to the requirements of the Code of Conduct or not, employees should seek advice from their superior or from a specialized department, for example the legal department or HR.
Code of Ethics for the members of the Management Board and the head of Finance and Controlling (Principal Accounting Officer)
The Audit Committee of the Supervisory Board of ALTANA Aktiengesellschaft (the “Company”) has developed and adopted this Code of Ethics (the “Code”) applicable to the members of the Management Board as well as to the head of finances and controlling (Principal Accounting Officer) (“the Covered Officers”).
The purpose of this code is to promote
- honest and ethical conduct;
- the avoidance of conflicts of interest;
- full, fair, accurate, timely and understandable disclosure;
- compliance with applicable governmental laws, rules and regulations;
- the prompt internal reporting of violations of this Code; and
- accountability for adherence to this Code.
1. Honest and Ethical Conduct
Each Covered Officer is obliged to act with the highest sense of integrity. Integrity requires, among other things, being honest and candid within the constraints of company confidentiality and adhering to a high standard of business ethics. Deceit and subordination of principle are inconsistent with integrity.
Each Covered Officer is obliged to advance the company’s business interests, consistent with applicable law and this Code of Ethics, whenever the opportunity to do so arises and not to let personal gain or advantage interfere with the performance of his or her duties toward the company.
A “conflict of interest” occurs when a Covered Officer’s private interest interferes or appears to interfere with the interests of the Company. Any situation that would present a conflict of interest for a Covered Officer would likely also present a conflict if it relates to a member of his or her family. For example, a conflict of interest may arise when a Covered Officer takes actions or has interests that make it difficult to perform his or her work objectively and effectively or when a Covered Officer, or a member or his or her family, receives improper personal benefits as a result of the Covered Officer’s position in the Company.
Conflicts of interest should be avoided and are prohibited as a matter of Company policy, unless they have been approved by the Company’s Audit Committee. If a Covered Officer becomes aware of a conflict of interest or any material transaction or relationship that reasonably could be expected to give rise to such a conflict, he or she is required to promptly discuss the matter with the chairman of the Company’s Audit Committee and, unless the conflict is approved, to take all action necessary or appropriate to resolve the conflict.
Examples of clear conflict of interest situations that should always be raised with the chairman of the Company’s Audit Committee include the following:
- any significant ownership interest in any supplier or customer;
- any consulting or employment relationship with any supplier, customer, or competitor;
- any outside business activity that detracts from a Covered Officer’s ability to devote appropriate time and attention to his or her responsibilities with the Company;
- the receipt of not insignificant gifts from any company with which the Company has current or prospective business dealings;
- being in the position of supervising, reviewing, or having any influence on the job evaluation, pay, or benefit of any immediate family member of a Covered Officer; and
- selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so buy or sell.
Each Covered Officer is required to be familiar with the disclosure requirements applicable to the Company in Germany as well as the business and financial operations of the Company, and be familiar and comply with the Company’s disclosure controls and procedures applicable to him or her, so that the Company’s reports and other documents filed with, or submitted to, securities regulators in Germany, comply in all material respects with the applicable securities laws and related rules and regulations.
In the performance of his or her duties, each Covered Officer is prohibited from knowingly misrepresenting facts or causing others to misrepresent facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators, and self-regulatory organizations. A Covered Officer will be considered to have misrepresented facts if, among others, he or she makes, or permits or directs others to make, materially false or misleading entries in the financial statements or records of the Company or any of its subsidiaries, fails to correct materially false or misleading financial statements or records, signs, or permits another to sign, a document containing materially false or misleading information or falsely responds, or fails to respond, to inquiries by the Company’s auditors
The Covered Officers, among others, have a supervisory role with respect to the Company’s regulatory filings and submissions and other public communications concerning its general business, results of operations, financial condition, and prospects. Adequate supervision includes properly reviewing and critically analyzing proposed disclosure for accuracy and completeness (or, where appropriate, delegating this task to others), and to the extent appropriate, consulting with other Company officers and employees, with the goal of making full, fair, accurate, timely, and understandable disclosure. In doing so, each Covered Officer is required to observe both the form and the spirit of all applicable laws, governmental rules and regulations, and accounting standards.
4. Compliance with Applicable Governmental Laws, Rules and Regulations
It is the Company’s policy to comply with all governmental laws, rules, and regulations applicable to its business. It is the personal responsibility of each Covered Officer to adhere to the standards and restrictions imposed by these laws, rules, and regulations, and in particular, those relating to accounting and auditing matters.
5. Prompt Internal Reporting of Violations of the Code
The Company’s Audit Committee is responsible for applying this Code to specific situations in which questions may arise and has the authority to interpret this Code in any particular situation. A Covered Officer who becomes aware of any existing or potential violation of this Code is required to notify the chairman of the Company’s Audit Committee promptly. Failure to do so is itself a violation of this Code. To encourage reporting of violations, the Company will not retaliate, or permit retaliation, for reports made in good faith.
6. Accountability for Adherence to the Code
The Company’s Audit Committee shall take all action it considers appropriate to investigate any reported violations of this Code. If a violation has occurred, the Company will take such disciplinary or preventive action as it deems appropriate, after consultation with the Company’s Audit Committee. In doing so, the Company will follow the following procedures:
- Violations and potential violations will be reported to the Company’s Audit Committee.
- The Company’s Audit Committee will investigate all violations or potential violations reported to it, and, in doing so, may use the assistance of the Company’s General Counsel.
- If the Company’s Audit Committee determines that a material violation has occurred, it will inform the Supervisory Board.
- Upon being notified that a material violation has occurred, the Supervisory Board will cause the Management Board to take such disciplinary or preventive action as it deems appropriate, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the appropriate law enforcement authorities.
- Any changes to or waivers of this Code will, to the extent required, be promptly disclosed as provided by the rules and regulations applicable to the Company.
Wesel, September 20th, 2007
Dr. Klaus-Jürgen Schmieder
(Vorsitzender des Prüfungsausschusses)
The ALTANA Compliance Hotline (Whistleblower Hotline)
Illegal and irresponsible conduct damages the company, its employees, partners, customers, and suppliers, as well as its shareholders. It is the duty of every member of staff to prevent illegal conduct on the part of the Company itself and its employees and to contribute to the discovery and cessation of illegal conduct. The Compliance Hotline gives employees the opportunity to supply evidence of illegal conduct, if need be, anonymously and independently of hierarchy. Legitimate reports help counteract violations at an early stage and limit the damage to our company, our employees, and our business partners. Therefore, the possibility of reporting information is open to all ALTANA employees as well as customers, suppliers, and other third parties.
Reporting compliance infringements on the Compliance Hotline
If you wish to use the ALTANA Compliance Hotline to report illegal conduct on the part of ALTANA, ALTANA employees or an ALTANA supplier, there are one or two things to keep in mind. The information below seeks to provide you with answers to such questions as “What can I report?”, “How do I report a compliance infringement”, and “What happens to my report?”
The Compliance Hotline is available for reporting illegal conduct that might be particularly damaging to the ALTANA Group and its reputation. It covers illegal conduct in the following areas:Corruption, accepting an undue advantage, and granting an undue advantage
- Corruption, accepting an undue advantage, and granting an undue advantage
- Antitrust violations
- Money laundering
- Manipulation of accounting
- Environmental protection
- How do I report a compliance infringement, and what do I need to bear in mind when doing so?
When reporting an infringement, you should remember that it is especially important that you provide an exact and as detailed as possible description of the incident along with any additional documentation, if we are to properly investigate and clear up the compliance infringement.
To allow us to get back to you with any queries we might have, it would be good if you left us your name and contact details. This information will be treated in strictest confidence, and the Chief Compliance Officer will only pass on the information about you to the Management Board and the Audit Committee of the Supervisory Board of ALTANA AG.
You can also make your report anonymously. In our experience, however, this tends to hamper research, precisely since it rules out the possibility of our getting back to you with queries.
Your report on illegal conduct should include the following information:
- The name of the company or companies at which the compliance infringement occurred
- As detailed as possible a description of the facts of the compliance infringement
- Any evidence, documents, or files supporting the compliance infringement
- Whether we might contact you, if we have any further queries and, if so, how
- Whether you wish your report to be treated in confidence
- To whom do I report the compliance infringement on the ALTANA Compliance Hotline?
The report will go directly to the Chief Compliance Officer at ALTANA AG. Please use the following address and telephone number to make your report:
Chief Compliance Officer
compliance-hotline@ altana. com
- What happens to my report?
After receiving a report about a compliance infringement, the Chief Compliance Officer will first check, together with the Head of Internal Audit at ALTANA AG, whether the compliance infringement really does involve illegal conduct in an area for which the Compliance Hotline is provided. If this is not the case, the person making the report will be notified, provided the report is not anonymous. If a situation is involved in one of the areas covered by the ALTANA Compliance Hotline, the Chief Compliance Officer and the Head of Internal Audit will pass on the case to the Management Board of ALTANA. Together with at least one member of the Management Board, the next course of action will then be discussed and decided on. In this instance, too, the person making the report will be notified, provided the report is not anonymous.
If the compliance infringement reported on the ALTANA Compliance Hotline involves the manipulation of accounting data, the Head of the Audit Committee of the Supervisory Board of ALTANA will automatically be informed about the report. Should an internal investigation – organized according to the individual case – confirm the information received, corrective action will be taken to remedy the compliance infringement. In addition, further measures may be initiated appropriate to the circumstances.
The Compliance Committee
The Compliance Committee is responsible for the development and implementation of the Compliance Management System. The Compliance Committee consists of the officers responsible for the different areas covered by the system. It is chaired by the General Counsel of ALTANA in his or her role as Chief Compliance Officer. Each member of the Compliance Committee is assigned system responsibility for their area. In particular, they are given a coordination role. They must ensure that the necessary steps are taken in the different companies to guarantee compliance and, where required to do so, advise and support local management in implementing or improving systems. They should also provide for an exchange of information about courses of action in the matter of compliance between the companies in the ALTANA Group.
The Compliance Management System
The Compliance Management System aims to help ensure that people conform to the legislation, regulations, and internal company rules, the non-observance of which means substantial risks for the Company. The aim of the Compliance Management System is therefore to identify the main risks that might arise if the laws and rules are infringed, making certain that the staff are trained in the content and significance of the laws and regulations relevant to them and that further direct provision is made to prevent the laws and internal regulations from being infringed.
In addition, the Compliance Management System aims to ensure that the necessary control mechanisms are implemented so that statutory and regulatory infringements can be detected and remedied. The Compliance Management System covers various areas that might affect ALTANA, such as antitrust legislation, corruption, foreign trade, taxes, environment, and security.
Articles of Association
The Articles of Association of ALTANA AG are available as PDF:
|Articles of Association ALTANA AG (As of: 18/03/2011):||PDF-Download|