Approved by the Board of Directors of SIBUR Holding Meeting Minutes # 176 dated December 16, 2014
THE Code of Corporate Ethics
SIBUR Holding
(version # 3)
Tobolsk
2014
Contents
Contents
1.General provisions
2.Terms, definitions and abbreviations
3.Key rules, obligations and liability
4.Protection of labor, environment and industrial safety
5.Labor relations
6.Protection of competition and antitrust laws
7.Crackdown on corruption, fraud, protection of property and prevention of the conflict of interests
8.Usage of insider information
9.Communication, information exchange and corporate identity
10.Relationships between the companies that are part of the SIBUR Group
11.Risk oriented management and internal control
12.Financial accounting and reporting
13.Final clauses
1.
1.General provisions
1.1.This Code of Corporate Ethics (hereinafter referred to as "theCode") was developed to strengthen the business reputation of the SIBUR Group by facilitating bona fide and ethic conduct of business, prevent abusive practices and violation of laws.
1.2.SIBUR Holding, SIBUR, the management company of SIBUR Holding and other companies that are part of the SIBUR Group hereby undertake the following obligations:
•To shareholders and investors: to protect the investments and ensure capital gains comparable with the other leading companies of the petrochemical industry, form relationships with shareholders and investors in such a manner as to ensure the best possible protection of their legitimate rights;
•To the Employees: to uphold the rights and freedoms of the Employees, have confidence in all Employees, provide them with equal opportunities, decent and safe working environment, and pay salary on schedule;
•To the consumers: gain and maintain the confidence of consumers by developing and offering products with favorable prices, quality, safety for consumers and the environment;
•To business partners: seek to have long-standing cooperation and partnership relations with contractors, suppliers, joint venture partners based on mutual benefit, respect, trust, honesty and fairness, continuously perform contractual relations;
•To the company: adhere to the principles of honest and open conduct of business, conduct business with consideration of social responsibility principles, in good faith comply with the applicable laws, be a responsible taxpayer, avoid illicit competitive practices, pay appropriate attention to the protection of health, labor, environment and safety.
1.3.This Code applies to all domains of activities of the SIBUR Group and constitutes a minimal set of standards and requirements. The Code is not an exhaustive code of practice and does not envision recommendations for each situation that can occur in the course of business. The individual provisions of the Code are stipulated in detail in the relevant bylaws of the Company, Management Company and other companies that are part of the SIBUR Group.
1.4.This Code is binding upon all Employees of the SIBUR Holding, SIBUR, the management companyof Sibur Holding and other companies that are part of the SIBUR Group.
1.5.It is recommended to all companies that are part of the SIBUR Group to develop and approve their own internal documents in consideration of the specific nature of business that would enforce the requirements of this Code.
1.6.It is recommended for counterparties of the SIBUR Group to comply with the requirements of this Code if and when they act on behalf of, and (or) in pursuance of the interests of companies that are part of the SIBUR Group.
1.7.This Code does not negate the need to comply with the requirements of the applicable laws of the Russian Federation. In case of contradictions between the requirements of the Code and requirements of the applicable laws of the Russian Federation, the laws shall prevail.
1.8.The Employees may address any and all issues pertaining to the interpretation and application hereof to the Functional Area of the Management Company at the following address: .
2.Terms, definitions and abbreviations
2.1.The SIBUR Group includes legal persons whose financial statements are included in the consolidated financial statements of SIBUR Holding prepared in compliance with international accounting standards.
2.2.Employee – a natural person that enters labor relations with the employer.
2.3.Employer - SIBUR, SIBUR Holding enterprises that enter labor relations with employees.
2.4.Functional Area – a combination of areas of activity characterized by uniform goals.
2.5.Insiders – natural and legal persons who are recognized as such under applicable laws and internal documents of the Company, Management Company or other companies that are part of the SIBUR Group.
2.6.Insider Information – accurate and specific information, which is not distributed or submitted, the distribution or submission of which can significantly impact the prices of financial instruments, foreign currency and (or) goods.
2.7.The Ethics and Discipline Committee of SIBUR – a permanent collegial advisory body established by the resolution of the Board of the Management Company and acting in compliance with the Regulation on the Ethics and Discipline Committee of SIBUR.
2.8 Counterparty (for the purposes hereof) – any Business Entity that has business relations with societies that are part of the SIBUR Group, including the supplier, contractor, subcontractor, client, coproduction partner;
2.9.Conflict of Interests – any situation or circumstances where personal interest or activities of an Employee, his (her) next of kin interfere or can interfere with the Employee's ability to act in pursuance of the SIBUR Group, and perform their duties in a bona fide fashion, in good faith, impartially and efficiently.
The conflict of interest that interferes or can interfere with Employee's ability to act in pursuance of interests of the SIBUR Group includes the ability of the Employee (and his/her next of kin) to receive income while performing their duties in the form of money, valuables, other property or monetized services, property rights or other benefits for themselves or third parties with the exception of salary and other remuneration payable by the Employer to the Employee.
The following are considered thenext of kin:
•spouse;
•persons who are in fact married to the employee without state registration of marriage;
•patents, as well as adoptive parents, foster parents and trustees;
•children, including adopted children;
•grandfathers, grandmothers;
•grandchildren;
•siblings and half-siblings;
•nieces and nephews;
•uncles and aunts;
•the aforementioned relatives on the part of the spouse.
2.10.Company - SIBUR Holding.
2.11.Management Company - SIBUR.
2.12.Gift (for the purposes hereof) – any object, thing or service without corporate brand marks of the SIBUR Group of certain value, which is given, delivered, presented or accepted pro bono.
Business Entity - for-profit organization or nonprofit organization that carries out activities that yield profit, individual entrepreneur, other natural person not registered as individual entrepreneur but conducting professional activity that yields profit which is not its labor function.
3.Key rules, obligations and liability
3.1.The key rules of the SIBUR Group include the following:
•Safety – creating and maintaining safe working environment;
•Focus on the results – think - do - achieve;
•Cooperation and teamwork – contribute to the success of the team;
•Trust, reliability and mutual respect;
•Initiative leadership – take initiative and be enthusiastic;
•Development of people – strive for professional and personal growth.
3.2.Al Employees regardless of their office shall:
•Be loyal to the SIBUR Group, always act in the interests of the SIBUR Group, unless such actions are contradict the applicable laws;
•be familiar with and observe the laws applicable to the SIBUR Group within their competence and employment duties;
•be familiar with and observe the provisions of this Code and other internal documents of the Employer;
•promptly, professionally and with good faith perform the tasks and functions assigned to them, observe the labor discipline and rules of safe behavior at the workplace stipulated herein and in other internal documents of the Employer;
•undergo regular training regarding adherence to the Code in compliance with the requirements of internal documents of the Employer;
•demonstrate adherence to the Code in daily professional activities.
3.3.Every Employee regardless of office shall ask themselves the following questions when making decisions and undertaking actions:
•is it legal?
•is the decision / action in line with the Code and other internal documents of the Employer?
•does this decision/action serve the interests of the SIBUR Group, does this decision/action expose the SIBUR Group to any unacceptable risks?
•what will the others (management, colleagues or family) think about this action?
•how will this decision/action be perceived, if reported in mass media?
3.4.The violations of the Code should be investigated in compliance with the applicable laws and internal documents of the Employer. The employees that commit the violation of the rules and provisions of this Code can, as the case may be, be held accountable in compliance with the applicable laws of the Russian Federation.
3.5.The Employees shall immediately notify about any violations or potential violations of applicable laws, this Code and other internal documents of the Employer, of which they become aware, in compliance with the procedure envisioned by the Code and internal documents of the Employer.
3.6.Any concealment and willful delay to disclose information about violation of laws and (or) this Code for any reason is prohibited and will be construed as failure of the Employee to perform one's employment duties.
3.7.The Company, Management Company and other companies that are part of the SIBUR Group guarantee that no retaliatory actions will be undertaken with regard to the Employee or any other person that informs about violation or potential violation of the Code. If the Employee willfully submits knowingly false information offending the honor and dignity of another person, the Employee can be held accountable in compliance with applicable laws of the Russian Federation.
3.8.The Employees who promptly and fully inform about violations committed by them within the framework of applicable laws and depending on the circumstances of the violation can count on leniency of the Employer. In case of active cooperation of investigating the violations of the Code that brings to light other persons violating the Code, the Employees can count on leniency of the Employer within the framework of applicable laws and depending on the circumstances of the violation.
4.Protection of labor, environment and industrial safety
4.1.The SIBUR Group has a zero tolerance policy with regard to labor protection and industrial safety. Any and all injuries, incidents and occupational accidents, as well as prerequisites to them, shall be investigated.
4.2.The violation of labor protection, industrial safety and environmental safety protection requirements imminently entails imposition of penalties on the Employees in compliance with the applicable laws.
4.3.Regardless of their office, all Employees shall:
•be familiar with and observe the requirements of applicable laws of the Russian Federation, internal documents of the Employer in the field of labor protection and industrial safety;
•discontinue any work if it becomes unsafe or can result in a spill, emission, leak or other hazardous consequences for Employee's life and safety of people around him/her;
•commence / permit performance of the work only of employees are properly qualified, trained and suitable in accordance with medical indications;
•use personal protective gear, if it is required to perform certain work or tasks;
•assist in investigating the incidents and production accidents.
4.4.All Employees shall observe the following key safety rules:
•it is prohibited to conceal information about accidents and incidents, fires, workplace injuries, violations of process parameters;
•it is prohibited to attend the workplace in a state of alcoholic or drug intoxication or otherwise intoxicated, as well as bring, store or distribute narcotics or other substances prohibited by law in any locations or facilities of the SIBUR Group;
•it is prohibited to carry out hazardous operations without a work permit;
•it is prohibited to turn off or tamper with blocking systems and other safety devices on working equipment without proper written consent;
•it is prohibited to use open flame beyond dedicated locations, unless a work permit envisions otherwise;
•it is prohibited to smoke in any locations or facilities of the SIBUR Group beyond dedicated smoking areas.
4.5.The employees that hold executive positions shall comply with the principles of management safety adherence:
•demonstrate through personal example the adherence to safety matters;
•convince the employees that safety is as important as other business goals;
•conduct behavioral safety audit, enforce remedial actions;
•observe the safety rules of the company;
•conduct briefings on the basis of risk assessment;
•investigate all accidents and implement remedial actions;
•personally hold meetings dedicated to labor and protection and industrial safety;
•motivate the employees to work safely.
4.6.The employees involved in engineering and manufacturing processes shall monitor the compliance with the requirements of labor safety, industrial safety and environmental protection by other Employees, including employees of contractors that work at the SIBUR Group sites.
4.7.In case of accidents, incidents, injuries, leaks and environmental emissions, as well as other emergencies threatening the life and safety of people, suspicions of violations in the field of labor, industrial and environmental safety, the Employees shall immediately notify the Functional Area Industrial Safety and labor protection of the Management Company.
5.Labor relations
5.1.Work and career in the SIBUR Group is a field of maximum bona fide competition of talents, knowledge and efforts. For career to be successful, one has to adhere to the principles of corporate ethics, improve one's performance, master new skills and gain new knowledge, and advance the initiatives in process improvement. The increase of financial remuneration of each employee depends on the performance of the SIBUR Group in the market environment. Personal success is meaningful only in the context of overall results.
5.2.The SIBUR Group believes that it is not only a legal obligation but public duty of all employees to comply with labor laws, including regulations on recruitment, training, professional development, appraisal, evaluation, issue of guarantees and compensations, application of disciplinary punishment, dismissal.
5.3.The employees are recruited to work in the SIBUR Group and have equal opportunities of career development regardless of:
•age;
•gender;
•race, nationality, ethnic background, skin color, native language;
•religious persuasion and beliefs;
•property, social, official capacity, family status;
•political convictions, affiliation with non-government organizations.
5.4.The Employees shall perform their employment duties in good faith, demonstrate impartiality in their work, communicate with others in a respectful manner, avoid situations that can be interpreted as creating the atmosphere of discrimination, violence, animosity and intimidation.
5.5.The following is prohibited in the SIBUR Group:
•disrespect and dishonor with regard to other people;
offensive rhetoric and (or) actions of racial , national, religious or ethnic affiliation, skin color, language, gender, age, property, social, family status, political convictions, physical capacity of others and other similar properties;
•distribution and demonstration of materials that injure morality, national and religious feelings of people;
•distribution of knowingly false information disrespectful or disgracing for the employees and damaging to their reputation;
•bringing weapons to the SIBUR Group facilities, including melee weapons and sports weapons.
5.6.In case of identifying or suspecting violations of labor relations, the Employees shall immediately notify the Functional Area - Legal Support of the management Company by sending a notice to the following address: .
6.Protection of competition and antitrust laws
6.1.By actively taking part in competitive practices, SIBUR Group believes that this should be a fair and bona fide competition in compliance with the law. The SIBUR Group strictly observes the laws on protection of competition or antitrust laws.
In scope of their competencies and employment duties, the Employees should be familiar with and abide by the requirements of antitrust laws and internal documents of the Employer in the field of competition protection and observance of the antitrust laws.
6.2.The Employees shall in compliance with the internal documents of the Employer inform the Functional Area – Legal Support of the Management Company or legal department of their Employer in advance and before the actions listed below are committed and decisions taken:
•about any concerted practice with competitors or counterparties aimed at changing the situation in the market, including pricing, sales and production;
•about signing of joint venture agreements, mergers and takeovers, cooperation in marketing, procurements and similar concerted practices;
•about scheduled one-time (above 10%) or gradual (above 30% during six months) change of price in the markets, where there are signs of dominance of the Company or other company that is part of the SIBUR Group;
•about scheduled curtailment of production or termination of production of goods in the markets where there is evidence of dominant position of the Company or other company, which is part of the SIBUR Group;
•about any cases in compliance with the requirements of internal documents of the Employer.
6.3.Any solicitation, filing or notification submitted to the authorized government authorities in the field of antitrust regulation and supervision, response to request and statement of authorized bodies shall be subject to the Functional Area - Legal Support of the Management Company.
6.4.The director of Functional Area - Legal Support of the Management Company may request any information about the activities of the Company, Management Company and other companies that are part of the SIBUR Group in scope of enforcing antitrust laws, and Employees shall submit the relevant informationby request.