In 2008 EDB set up a set of guidelines entitled Codes of Conduct, covering a broad set of ethical issues. The Codes of Conduct constitutes the basis upon which all our policies and procedures are built.
1. General Guidelines
2. RELATIONS WITH CUSTOMERS, SUPPLIERS, COMPETITORS AND PUBLIC
3. RELATIONS TO EMPLOYEES' PRIVATE INTERESTS AND ACTIONS
4. REPORTING
GENERAL GUIDELINES
1.1 Business ethics are more than avoiding contravening laws. They are about how we behave towards each other and towards the outside world. Everybody associated with EDB is responsible for following the rules and guidelines that are build on EDB's basic values and that forms attitudes we all can be proud of. At EDB we want everyone to be involved in this and we want everyone to contribute to good business culture based on well-being and security.
1.2 EDB's Codes of Conduct apply primarily to members of the board of directors, managers, employees, contracted consultants, and others acting on behalf of EDB. It also applies to the subsidiaries in The Group. It is the line managers' responsibility to make sure that everybody is aware of, and complies with, these guidelines. As an employee or person associated to EDB you are obliged to become acquainted with and comply with the guidelines. Those who infringe EDB's rules and guidelines must be prepared to face the consequences that are in line with the infringement's type and scope.
1.3 EDB shall comply with all applicable laws and governmental rules and regulations. This also applies to internally determined guidelines. It is a personal responsibility of each individual to acquaint themselves with and adhere to the relevant standards and restrictions imposed by laws, rules and guidelines, including those relating to accounting matters.
Human worth
1.4 EDB supports international human rights as outlined, i.a., by the UN declaration and associated conventions. No one shall in any way cause or contribute to the violation or circumvention of human rights. We place great importance on ensuring the compliance with employees' basic human rights as outlined in the International Labour Organisation's core conventions.
1.5 We shall comply with prevailing laws and legislation concerning distribution of content services, and display a responsible attitude towards content that poses a danger to society, such as child pornography and racism.
Working environment
1.6 EDB shall be a good and professional place of work with an including working environment. Thus, you shall behave with respect and integrity towards anyone you come into contact with through your work. You shall help create an environment free from any discrimination, such as in form of religion, skin colour, sex, sexual orientation, age, nationality, ethnic origin or disability. You shall also help keep the working environment free from bullying, harassment or similar. We do not tolerate any behaviour that can be perceived as degrading or threatening.
Health and environment
1.7 EDB shall be a pioneer within the health, safety and environment so that a high level of satisfaction is achieved and that good health is maintained. You share the responsibility for achieving this goal.
Loyalty, impartiality and conflict of interests
1.8 EDB respects the individual employee's right to a private life and private interests, but demands openness and loyalty to the Group and the Group's interests. You shall not allow personal interests affect your work or prioritise personal gain ahead of your work at EDB. Neither shall you take part in or attempt to influence a decision or settlement if there is a conflict of interest or other circumstances exist, which could give grounds to question your or EDB's impartiality.
1.9 Conflicts of interests should, wherever possible, be avoided. Conflicts of interest could involve, i.a., customers, suppliers, cooperative partners, present or prospective employees, competitors or other business activities. Probably, anything that would present a conflict for you, would also present a conflict if it is related to a member of your family.
1.10 Should a risk for a conflict of interest arise, or if you are not sure if such situation exists, you shall on your own initiative evaluate and notify your immediate superior of the situation arisen.
Confidentiality
1.11 Every employee and person associated to the Group has a duty of confidentiality by law and/or written agreement in accordance with this Codes of Conduct. You shall preserve confidentiality concerning all business- and other circumstances that could provide third parties unauthorised access to confidential information. Further, you shall exercise caution about discussing internal matters in away you may be overheard by persons not concerned. The principle of "need to know" shall apply in all circumstances. The duty of confidentiality also applies after the termination of employment or contractual relationship to EDB to the extent the information is considered to be of a sensitive nature or in any other way confidential.
Protection of personal data
1.12 EDB's processing of personal data shall be subject to the care and awareness which is required according to law and regulations and with special consideration for information that might be sensitive, regardless whether the data refer to customers, employees or others. Processing of personal data shall be limited to what is deemed necessary for efficient customer care, relevant commercial activities and proper administration of human resources.
1.13 At EDB we manage sensitive data for our customers and their customers. We have therefore established strict guidelines, procedures and solutions to protect these from unauthorised access and theft. As an employee at EDB it is important that you acquaint yourself with this and actively assist in ensuring that all our solutions have such security in place and that the current solutions are effective in relation to the threats we see and foresee.
Intellectual property
1.14 Intellectual property such as know-how, methodology, concepts and ideas are important for EDB to succeed in the market. If you are involved with the Group's intellectual property, you shall protect and manage it in the interest of the Group and in accordance with the relevant guidelines determined. You shall also respect the intellectual property rights of others and seek to avoid infringement of such rights. Unless otherwise stated by law or orders from public authorities, you shall not make business secrets or other important information available to unauthorised persons before obtaining an authorisation from your superior.
Property and assets
1.15 EDB's property and assets, i.a. buildings and equipment, shall be managed and safeguarded in an appropriate manner. You shall observe the Group's security requirements concerning access to and use of the Group's facilities, IT resources and access to electronic resources and documents. Equipment and property owned by the Group may only be used for personal purposes if agreed in terms of your employment or if allowed in EDB's rules and guidelines.
Acquisition and use of software
1.16 In principle, all software is by definition intellectual property and protected by copyright and/or patent. Before installing software on your desktop, you have to ensure that no licences or other terms connected to the software are violated. I.a., rules and conditions concerning copying and distribution must be complied with. As a main rule, software acquired privately is not to be installed on your work PC.
Nature and the environment
1.17 EDB shall be a pioneer as to environmental protection, both by minimising minimize the environmental negative impact from our business and by developing, promoting and utilising environmentally friendly technology. You shall bear in mind the environmental effects work-related activities have on the environment and shall, to the highest level of extent, choose environmentally friendly solutions.
Information that may affect the share price
1.18 As a public listed company, EDB is subject to strict rules concerning the handling of inside information, i.e. information that is clearly capable of affecting the market price of EDB shares and other financial instruments issued by EDB – and that is not publicly known. In our internal Insider rules, we have provided a list of moments for which type of information that normally is regarded as inside information related to the Group.
1.19 Should you in an extraordinary manner get access to inside information about EDB, and you are not put on an insider information list, you are immediately to notify the CFO. You are responsible for ensuring that unauthorised persons do not get access to such information. Relations regarding the stock exchange and the outside world shall be solely taken care of by the CFO and in the manner as stated in EDB's Insider rules.
1.20 If you get access to inside information about EDB, you shall not trade in the relevant financial instrument/share before the information has been made public or no longer is considered to be inside information – or approval has been obtained from clearance responsible in EDB. Neither shall you offer advice, tips or hints to anyone regarding trading in the financial instrument/share.
Information, communication and contact with media
1.21 All information from EDB shall be reliable and correct, and maintain high professional and ethical standards. All of those who, through their work, deal with information are responsible for meeting these standards. Communication with the media, the public or financial markets shall take place in accordance with defined guidelines and procedures, and comply with rules and practice applicable to public listed companies. A guideline if you should you be contacted by a journalist, outside consultant, analyst etc. and you are unsure whether you can or should give a statement, you should contact your immediate superior for guidance.
Expertise and authority
1.22 All decisions shall be made at the appropriate level in accordance with the applicable regulations concerning authority. You may only make internal decisions and/or commit EDB towards external third parties if an authorisation for this is delegated to you, and you must at all times keep within the limits of your mandate.
Accounting and reporting
1.23 EDB's accounting shall ensure that all transactions are correctly registered in accordance with local law and good accounting practice. You shall follow the Group's regulations concerning the registration of transactions and proper documentation and you share a responsibility for ensuring that business transactions are fully and correctly reported and documented, and in accordance with applicable accounting principles. The annual accounts and interim accounts shall be in accordance with the law, good accounting practice and those accounting standards determined in and for EDB.
Reporting and disclosure
1.24 EDB's reporting shall in all respects comply with applicable laws and regulations and be full, fair, accurate, timely and understandable.
1.25 If you are involved in EDB's disclosure process you are required to be familiar and comply with EDB's procedures regarding financial reporting, so that EDB's reports to the Oslo Stock Exchange and other public communications, comply in all respects with applicable laws and regulations.
Internal control
1.26 All parts of EDB shall have good internal controls that ensure that the Group's goals and strategies are fulfilled and complied with. Internal controls shall ensure that the business processes are, at all times, efficient and within an acceptable level of risk, that physical and intangible assets are safeguarded and utilised, that financial information is correct and timely, and that laws, regulations and guidelines are followed. Internal control is the responsibility of management, but every individual bears shared responsibility for this.
2. RELATIONS WITH CUSTOMERS, SUPPLIERS, COMPETITORS AND PUBLIC AUTHORITIES
2.1 Customers shall be met with insight, respect and understanding. You shall always try to fulfil the needs of the customer in the best possible manner, within the business ethical guidelines that apply to the business. Customer's personal information shall be protected in accordance with the relevant laws on protection of personal data.
2.2 Suppliers shall be treated impartially and justly. Suppliers in competition for contracts with EDB shall at all times be able to trust EDB's selection processes. When selecting suppliers you shall therefore follow the Group's established guidelines and routines at all times.
2.3 EDB's competitiveness in the market is based on good products and services to the right price. You shall always meet the group's competitors in an honest and professional manner.
2.4 Public authorities shall be met in an appropriate and open manner. Public information about the Group shall be given by EDB's management or by the person responsible for public communications only, unless otherwise agreed.
Competition
2.5 EDB wants fair and open competition in all markets, both nationally and internationally. Under no circumstances shall you cause or contribute to any breach of general or special competition regulations, such as illegal cooperation on pricing, illegal market sharing or any other behaviour in breach of prevailing competition laws.
Corruption and bribery
2.6 EDB is opposed to all forms of corruption. You shall never offer or accept illegal or inappropriate monetary gifts or other remuneration in order to gain business or personal benefits for yourself or others. EDB has a firm attitude to gifts, remunerations and activities that may be perceived to include elements of a gift. This applies to both how we treat our customers and how our employees and cooperating partners should approach this issue. Special guidelines have been prepared to advise you on how to handle this kind of issues. You are expected to acquaint yourself with these guides and to comply with it.
2.7 Furthermore, you shall not use agreements with middlemen to channel payments to parties in such a manner so that it can be interpreted as contributing to corruption.
Gifts and business courtesies
2.8 You shall always exercise caution in relation to offering or accepting gifts and business courtesies. You shall under no circumstances accept gifts or other remuneration if it can be reasonably perceived that these are for the purpose of influencing business decisions. Reference s made to the special guidelines prepared, advising you on how to handle these issues. You are expected to acquaint yourself with this guide and to comply with it. If you are unsure of the situation, you must consult your immediate superior for guidance.
Money laundering
2.9 EDB is firmly opposed to all forms of money laundering and shall take steps to prevent that financial transactions with the Group can be used by others to launder money.
3. RELATIONS TO EMPLOYEES' PRIVATE INTERESTS AND ACTIONS
3.1 As an employee of EDB, you shall not hold another position or carry out work for others during working hours without a specific prior permission from your superior. If you are appointed on a level where an Executive Vice President is your immediate superior, then such approval is to also be obtained from the CEO.
Duty, positions and ownership in external businesses
3.2 Engagements in external duties and positions are positive, but their scope or type must not affect your working relationship with EDB or otherwise come into a conflict with EDB's business interests. Board duties in, consultancy for or ownership in customers', suppliers', cooperating partners' or competitors' businesses, as well as duties and positions of a scope or nature that can affect your working relationship with EDB, shall be expressly agreed in advance by your immediate superior. If you are appointed on a level where an Executive Vice President is your immediate superior, then such approval is to also be obtained from the CEO.
Political activity
3.3 EDB does not give support to political parties, neither in the form of direct financial support nor paid working time. Employees participating in political activities will be granted leave from their work in accordance with the law and agreements.
4. REPORTING
4.1 Should you become aware of an infringement of EDB's rules and guidelines, you should raise this issue with your immediate superior. Should you wish to report an incident anonymously, you may report it to the Compliance Officer or use EDB's "whistleblower" scheme (addressed in a separate document). The aim is for employees not to have to fear the consequences if they report something they see or hear. Failure to do so is itself a breach of the Code.
• Reporting to the Compliance Officer:
EDB Business Partner ASA, Compliance Officer
e-mail: compliance@edb.com
Tel.: +47 – 22 52 80 80
• Reporting via EDB's "whistleblower" scheme:
Law firm Hestenes og Dramer & Co
Attention: Frode Sulland (Lawyer)
Møllergaten 4
0179 Oslo
Tel: +47 24145350
Fax: +47 24145351
Email: sekr3@hestenesdramer.no
4.2 EDB does not allow reprisals of any kind against those who, in good faith, report an infringement or suspicion of an infringement of the rules or guidelines.
4.3 Any questions regarding how these Codes should be interpreted or applied may be directed to the Compliance Officer.
4.4 The Board of Directors at EDB Business Partner ASA shall take all action it considers appropriate to investigate any violations reported to it. If a violation has occurred, EDB will take such disciplinary or preventive action it deems appropriate. In the event of a member of the Board or someone within Executive management is related to a case reported, the Board of Directors shall be consulted before a decision is made. If the case reported is related to other employees, the Compliance Officer shall be consulted before a decision is made.
4.5 Any changes or waivers to these Codes for board members, managers or employees of EDB can be granted by the Board of Directors only.
Codes of Conduct in EDB.pdf
