Ethical Code of Conduct for Arcus Asain Force As from 15. March 2017

Ethical Code of Conduct for Arcus ASAIn force as from 15. March 2017

ARCUS ASA

Ethical Code of Conduct

for

The Arcus Group's employees

*
Including routines for reporting suspected wrongdoing

Approved by the Board of Directors of Arcus ASA March 15th 2017

CONTENTS

1BACKGROUND

2PURPOSE AND RESPONSIBILITIES

3 RELATIONS WITH CUSTOMERS AND VENDORS

4 GIFTS AND ENTERTAINMENT

5EQUALITY AND DIVERSITY

6PERSONAL CONDUCT

7CONSEQUENCES

8ETHICAL DECISION-MAKING MODEL

Appendix 1: Additional rules – gifts, travel and entertainment

Appendix 2: Rules on Internet and social media use by Arcus Group

Appendix 3: Routines for reporting suspected wrongdoing at the Arcus Group

Appendix 4: Internal reporting form

1BACKGROUND

Arcus ASA strives continuously to develop attitudes and follow-up systems within the Group that meet the standards expected of a major Nordic producer and importer of wines and spirits. Our corporate social responsibilities are defined in the Group’s CSR policy. The high standards of behaviour we set for our employees and ourselves are laid down in the Group’s Ethical Code of Conduct, Environmental Policy, company rules and other governing documents, which can be found in the Personnel Manual on the Intranet.

2PURPOSE AND RESPONSIBILITIES

The purpose of the Group’s Code of Conduct is to define, clarify and safeguard the limits of and expectations for commercially ethical and correct behaviour for all our employees.
In its role as employer, the Arcus Group is responsible for this Code of Conduct and for ensuring that it is followed up. Managers have a particular responsibility, and must lead by example. Individual employees have a duty to familiarise themselves with and abide by our Ethical Code of Conduct in all relevant situations. Employees who are in doubt with respect to how the Code of Conduct should be understood or practised must consult their immediate manager, or the HR department.

Managers at all levels must review the Ethical Code of Conduct with all new employees, and furthermore once a year either in connection with employees' annual appraisals or at department meetings.

3 RELATIONS WITH CUSTOMERS AND VENDORS

Arcus Group employees shall always conduct themselves correctly in their relations with the Group’s customers, vendors and competitors. Infringement of non-competition legislation or corruption is anathema to the Arcus Group, which works actively to avert any such practices in our business operations or relations with business associates.

Arcus Group employees shall always conduct themselves correctly towards the Group's customers, suppliers and competitors. The conduct of the Group's employees must be such that there can be no reasonable grounds to suspect infringement of the regulations.

Arcus Group employees shall in no circumstances seek to establish unlawful price cooperation, unlawful market sharing, or any other conduct which prevents, limits or distorts competition, in conflict with applicable non-competition legislation.

Arcus Group employees shall not enter into agreements or understandings with the Group's competitors, unless this has been cleared by the management or external attorney.

Arcus Group employees shall not share or receive information concerning prices and discounts, market information or other competition-sensitive information from the Group's competitors.

Attendance of industry forums or similar at which the Group's competitors are also present must always be approved in advance by the Group. Attendance of such events requires correct conduct and extra vigilance.

In markets where the Arcus Group has a particularly strong market position, for precautionary reasons the Group's employees must exercise extra vigilance, especially when agreements are concluded with customers. Agreements which include target volumes, or loyalty-generating discounts, or which give the Arcus Group a particularly strong position as a supplier, must be cleared with the management or external attorney.

Employees of the Arcus Group must always respect the applicable rules concerning customer care. Extra care must be taken where customer care takes place in connection with the establishment of contracts. Agreements which include payments to the customer in the form of market support or other measures should always be in reasonable relation to a return benefit from the customer for an equivalent value.

If you are in any doubt as to whether an initiative or action is in compliance with current competition legislation, the initiative must be deferred until its legality has been clarified. In such cases of doubt, your immediate superior or the HR department must always be notified.

Commercial conflicts of interest may encompass customers, vendors, contractors, current or potential employees, competitors and third-party business associates. Should conflicts of interest arise, employees are required to proactively consider the situation in this regard, and notify their immediate manager or the HR department of any perceived lack of impartiality or conflict of interest.

Customers shall be treated with courtesy and respect. Arcus Group employees shall always seek to meet the customer’s needs in the best possible way, within the ethical restrictions applying to the business. The customer’s privacy shall be safeguarded in accordance with the legislation concerning the protection of privacy.

The Arcus Group shall abide by and respect the codes of conduct and similar ethical rules adopted by our customers. Managers are responsible for ensuring that their own subordinates are familiar with any such regulations.

Vendors shall be treated fairly and impartially. Vendors who compete for contracts from the Arcus Group shall always have confidence in our selection process.

When agreements are entered into, the Arcus Group shall, in an appropriate manner, make its contract partners aware of the Group’s CSR policy and Ethical Code of Conduct. The employee is responsible for notifying this to the Group's counterparty, preferably in writing.

For travel with journalists, customers or other relevant business partners that are paid for by the Arcus Group or one of its subsidiaries, when the travel is offered it must be stated in writing that Arcus does not expect any type of service in return.

In invitations to travel paid for by the Arcus Group, including all subsidiaries, it must be stated clearly in writing that it is up to the participant himself/herself to choose whether to cover the costs or not.

When an employee is invited to attend professional events, trips, fairs or meetings with suppliers and customers, etc. the general rule is that your own company in the Arcus Group covers travel and hotel expenses.

In all relations with journalists, customers or other relevant business contacts, Arcus employees must comply with the Group's "Think before you drink" approach.

4 GIFTS AND ENTERTAINMENT

Gifts may not be given to representatives, customers, vendors or others with improper intent, e.g. personal gain, and shall stay within the bounds of normal business practice. If you are in doubt as to whether the gift is within normal business practice, your immediate manager, manager of the business area, or the HR department, must be contacted.
Entertainment shall be related directly to the business activities, and shall not exceed what is deemed to be normal industry practice.
Gifts from current or potential business associates shall not be accepted if such gifts have an estimated value in excess of NOK/SEK/DKK 500 (EUR 60) per year per giver. Anyone receiving a gift must notify their immediate manager.
Participation in events with business associates who may influence the employee’s impartiality must be approved by the employee’s immediate manager.
Gifts and entertainment shall be reported in accordance with applicable regulations, which you can find in the company's electronic personnel manual or by contacting your immediate manager.

5EQUALITY AND DIVERSITY

The Arcus Group requires all employees of the Group to contribute to a working environment free of discrimination based on religion, skin colour, gender, sexual orientation, age, national or ethnic origin, or disability.

We will work to achieve a working environment free from bullying, harassment or intimidation of any kind. Behaviour which may be perceived as degrading or threatening will not be tolerated. All employees within the Group have a shared responsibility for ensuring that this goal is achieved, through their own conduct and by notifying any infringement or inappropriate conduct to their immediate manager or to the HR department, and/or by using the company's notification procedures, see the appendix.

6PERSONAL CONDUCT

All employees have a duty not to disclose any information of a confidential, commercially sensitive or personally private nature, and have a duty to keep and safeguard such information in accordance with the company’s rules, statutory provisions and other guidelines.
The Group's employees must refrain from consuming alcohol and other intoxicants in a way that can put the Group or the Group's business partners in an unfortunate light. The Group's "Think before you drink" approach is a good basis for professional contact.

All employees are encouraged to contact their immediate manager with a copy to the HR department or make use of the Group’s Compliance Hotline, + 47 67 06 50 80, to report any suspected wrongdoing, as described in the internal ‘whistleblowing’ routines, see appendix 3. Employees who report suspected wrongdoing in accordance with the reporting guidelines will not be subject to any reprisals or similar measures and will be guaranteed anonymity if so required.
Acceptance of directorships, employment or other commissions for outside organisations that have or are expected to have commercial relations with the Arcus Group must be reported to your immediate manager or the HR department, and approved by the company.
On using the Internet and social media, all employees must abide by the Group's guidelines, which are attached to this Code of Conduct, see appendix 2.
In their leisure time, the Group's employees may give paid lectures on alcoholic beverages for companies, organisations, associations and groups, e.g. private wine clubs. As a rule, only products marketed by the Group may be used in connection with such lectures. Any employee who engages in activities of this kind must do so openly and must report in writing to the employee's immediate manager before the lecture.

7CONSEQUENCES

Behaviour in violation of the Group's Ethical Code of Conduct may have severely negative consequences for the Arcus Group, and any non-compliance will therefore be followed up. For employees, consequences may include a verbal or written warning or, in serious cases, legal action, termination of employment or summary dismissal.

All employees are responsible for notifying breaches of the Ethical Code of Conduct or cases of doubt to their immediate manager and/or the HR department.

8ETHICAL DECISION-MAKING MODEL

If you are ever in doubt about whether you are facing an ethical dilemma, ask yourself:

Is it legal?

Is it necessary?

Is it justifiable?

Does it feel right?

Is it obvious that the Arcus Group will not be compromised if this were to become public knowledge?

If you cannot answer "Yes" to all of these questions, you should consult your immediate manager or the HR department before making a decision.

Appendices:

Additional rules – gifts, travel and entertainment

Rules on Internet and social media use by Arcus Group employees

Routines for reporting suspected wrongdoing at the Arcus Group

Internal reporting form

Appendix 1

Additional rules – gifts, travel and entertainment for journalists, customers and other business contacts.

1. INTRODUCTION

1.1 Purpose of the appendix

Corruption and other types of inappropriate influence are the abuse of an entrusted position, office or performance of tasks to require, accept, receive or offer an inappropriate gain. Under Norwegian law, the recipient of the inappropriate gain is not required to provide a service in return. It is sufficient evidence of corruption that the inappropriate gain has been offered/accepted. Whether a gain is inappropriate will depend on an overall assessment, but generally, gains that might influence or be perceived to influence the recipient will be inappropriate. Examples of inappropriate influence may be individual gifts, travel and entertainment.

As the Arcus Group operates in markets subject to particularly stringent marketing rules, samples, travel and entertainment to market Arcus' products to customers and journalists are a natural part of its activities. It is therefore particularly relevant for employees in sales, marketing, procurement and communication (hereafter called the “sales groups") to be aware of the boundary between services as an element of marketing, and inappropriate influence on customers and journalists.

The appendix is a practical tool for the "sales groups" to ensure compliance with the Arcus Group's ethical standards in the "sales groups'" day-to-day work. The appendix supplements and complements the Ethical Code of Conduct for the Arcus Group's employees.

1.2 Who the appendix applies to

The appendix applies to all employees attached to the "sales groups". All persons who work in, or in relation to, the "sales groups" will be personally responsible for compliance with these guidelines, and must report any breaches[1] and spread the word about ethics and compliance among colleagues and business partners.

1.3. Business-related content

For all activities and measures initiated by Arcus in relation to external suppliers, customers, media and other operators, the content must always have a business-related purpose. If all or parts of such events are paid for by Arcus, it must be stated in the invitation that this takes place without any expectation of any type of services in return.

For text to be added to invitations (travel and important events) the following wording should be used:

This is an event (alternatively "a trip") initiated by Arcus, and there is no expectation of any services in return.

1.4. Implementation of the appendix

Any person who works in, or in relation to, the "sales groups" must be formally informed of these rules. The appendix must be included in the employment contracts of employees in the "sales groups". The latest updated version of the appendix must be available electronically in the staff manual at all times. In addition, the appendix must be annually assessed and discussed jointly by the "sales group" employees. On the basis of this annual assessment, the management of wine and spirits, and procurement and communication, must determine whether there is a need to revise/update the appendix and/or take measures to ensure that the appendix is used more actively by the employees. The management of the "sales groups" will initiate and organise the annual assessment of the appendix.

2. RELATIONS WITH JOURNALISTS

2.1 Gifts to journalists

Gifts to journalists are never acceptable in the following cases:

Gifts that are given in return for a service from the journalist.

Monetary gifts in the form of e.g. gift tokens, cash, vouchers, etc.

Gifts that are paid personally to avoid reporting or approval of the gift.

Gifts that are given for personal gain.

Gifts with a value exceeding NOK/SEK/DKK 500 must always be approved in advance by your manager or the HR department. To ensure transparency and verifiability, the advance approval must be given in writing. If the value of the gift is lower than this, the individual giver must assess whether the gift might constitute, or be seen as constituting, inappropriate influence. On assessing whether the gift may be seen as inappropriate influence, the giver must in particular assess the following:

The value of the gift

The giver must be particularly aware if the value of the gift is close to the maximum amount of NOK/SEK/DKK 500 for gifts that do not require approval.

Nature of the gift

If the gift is a transfer of value to the journalist, more than e.g. a product sample, as a general rule the gift will be considered to be inappropriate influence.

Purpose of the gift

If the gift is a product given to a journalist to write about the product in a concrete article, this is of less concern than if the gift is given in order to encourage the journalist to write about the product.
Gifts to journalists may not be made in a private context.

Presenting the gift

Gifts may not be given to journalists to mark private events, celebrations, etc. and at the journalist's private address.
If the gift is given to a journalist, e.g. in connection with a professional forum, such as a wine/spirits fair, or similar, this will be of less concern than if the gift is given outside a business-related context.
If the gift is to be sent, it must be sent to the journalist's work address.

Recipient

If the journalist is from the trade press, no gifts may be give unless an enquiry concerning products is received directly from the journalist or his or her editors.

If the giver is in doubt as whether the gift might constitute, or be seen as constituting, inappropriate influence, the giver of the gift must consult his or her manager. To ensure transparency and verifiability concerning the gift and its extent, gifts must always be reported to accounting, as described in clause 4 of the Ethical Code of Conduct for the Arcus Group's employees.

2.2 Travel with and entertainment of journalists

Travel and entertainment may entail trips to producers of win or spirits, meals, wine-tasting, spirits tasting, etc. Offering both travel and entertainment are a necessary part of the work of the "sales groups”. To prevent that travel and/or entertainment might constitute, or be seen as constituting, inappropriate influence of the journalist, the following guidelines apply:

Travel/entertainment must never be offered in return for a service from the journalist.

Requirements of the content of the travel/entertainment:

Travel and entertainment must be related directly to Arcus' activities.
With the exception of dinners and receptions, travel/entertainment must always have a business-related content.
Entertainment, such as lunch, dinner, etc. in conjunction with events must take place in close proximity to the event's location.
Travel/entertainment may not be exaggerated in relation to the occasion, and the travel/entertainment must reflect Arcus' values and business objective.

Offers of trips must always be approved in writing in advance by the immediate manager.