Employee

Code of
Conduct
Business done
the right way

People & Culture

 Employee Code of Conduct

Contents

A word from the CEO 2

Using this Code of Conduct 5

Laws and regulations 7

Anti-bribery 9
Gifts, hospitality and entertainment
Facilitation payments
Donations and sponsorships
Political donations

Conflicts of interest 15

Business partners 17
Business partners representing
Hempel customers

Fair competition 21

Company assets, including confidential information 23

Human rights 25
Health and safety
Diversity and inclusion
Rights at work

The environment 29

Raising concerns 31
Stop and think before you act
Stop and report

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Employee Code of Conduct

A word from the CEO

“We expect the As a world-leading supplier of trusted coating
highest level of solutions, Hempel is a truly global company working
with customers in a number of industries and with
transparency and
activities in a broad range of countries. These
ethical behaviour from countries have different legal and cultural systems.
all Hempel employees,
irrespective of where We expect the highest level of transparency and
in the world they work ethical behaviour from all Hempel employees,
or what is considered irrespective of where in the world they work or what
is considered usual in local business practice.
usual in local business
practice.” Our founder believed that a company has a
responsibility to its employees, the environment
and society in general. It is vital that we uphold
these responsibilities. They are embedded in our
values, and we expect our employees to live by
these values – with Hempel at Heart. As part of this
belief, Hempel has joined the United Nations Global
Compact and we are committed to implementing the
United Nation’s principles on human rights, labour,
environment and anti-corruption.

Our Code of Conduct explains our responsibilities

more clearly to you, our employees. It also sets
out what is expected from you. It is intended to
guide you in your everyday work. Please use it
to guide yourself and others, and make it known
immediately if you are aware of potential issues.

Thank you for your continued support.

Henrik Andersen
Hempel Group President & CEO

2
Employee Code of Conduct

3
Employee Code of Conduct

4
 Employee Code of Conduct

Using this Code of Conduct

Purpose of the Code of Conduct
Our Code of Conduct is here to protect you as an employee
and make sure that we never put the Hempel reputation or
brand at risk. Customers expect us to be a trusted partner.
We can only be a trusted partner by living our values and
staying true to our principles. We expect our business
partners – including customers, distributors, ship managers,
agents, suppliers and consultants – to live by similar ethical
standards. This Code of Conduct is a practical document,
setting out our principles and what they mean for us as a
company, and you as an employee.

Misconduct
Being a Hempel employee means that you agree to comply
with this Code of Conduct. Cases of non-compliance
are taken seriously, and will result in disciplinary action,
potentially leading to dismissal.

Leadership
It is the responsibility of managers and those operating in a
supervisory capacity to set a good example, both by following
the Code of Conduct and ensuring others do so as well. This
includes proactively ensuring those under your supervision
know what this means in practice by discussing topics openly
and often and by being available for support.

Seeking assistance
There are times when the best course of action may not
always be obvious. If you have difficulties interpreting
or applying the Code of Conduct, you should seek the
assistance from your manager. If you have doubts, you can
find help on ComplianceHelp on our Collaboration Platform,
where the Code of Conduct and all supporting policies,
guidelines and templates can be found. You can also raise
sensitive issues or questions anonymously through the
Hempel Ethics Hotline (hempel.ethicspoint.com).

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Employee Code of Conduct

6
 regulations
Laws and
Laws and
regulations
 Employee Code of Conduct

Laws and regulations

As a company, we comply with laws, rules
and regulations in all we do, in every
country we operate in.
We provide legal support to identify and interpret
laws. Where appropriate, we provide training and
other materials to ensure you know how to comply
with the relevant laws and regulations.

We respect relevant foreign trade control legislation. Trade compliance

includes regulations governing the import, export and domestic trading
of goods, technology, software and services, as well as international
sanctions and restrictive trade practices.

• We do not do business with companies or individuals in breach of

sanction rules.
• We control products that could potentially be used for an illegal
purpose by registering them appropriately according to laws in
relevant countries.

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Employee Code of Conduct

We do not engage in money laundering.

Money laundering occurs when the proceeds
of crime are hidden in legitimate business
dealings, or when legitimate funds are used
to support criminal activities, including
terrorism. All companies are at risk of being
exploited in this way, and we must be on
guard to help protect our reputation and
ensure we comply with the law.

• We must know the identity of all of

our customers.
• We monitor our business for any
indications of money laundering activities.

What is expected from you

Everyone in Hempel has a responsibility to follow the law and Hempel’s policies.
We provide tools and knowledge to our employees to ensure this is possible.

• Always attend the training provided on how to comply with the law
and Hempel policies and apply this training in your everyday work.
• Always comply with the Export Control Policy.
• Always ensure you are aware of the restrictions on where Hempel
products may be sold.
• Always know the identity of your customers or business partners,
• Always remain vigilant in your day-to-day work for signs of money
laundering activity.

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 bribery
Anti-
Anti-bribery
 Employee Code of Conduct

Anti-bribery
We conduct our business in a fair and
legal way.

A bribe is defined as something of value given

or received in exchange for an unfair advantage.
Bribery can take many forms.

• We do not take part in bribery in any form.

This includes bribes paid or received by
business partners on our behalf.

What is expected from you

Bribery is illegal and the consequences are substantial. The reputation
of Hempel could be damaged by irresponsible actions and you could face
criminal prosecution.

• Never pay cash or cash equivalents – such as cheques or vouchers – to

gain an unfair advantage or to persuade someone to do something. This
includes never using business partners or others appointed by customers
to make any such payments on Hempel’s behalf.
• Never accept any form of kickback for personal use or benefit from suppliers.
• Always ensure the nature of all transactions is transparent. This means
specifying discounts or commissions on the invoices to which those
discounts and commissions relate, recording all expenses accurately and
completely, identifying free products, etc.
• Always report any suspected bribes or requests for bribes to your manager.

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Employee Code of Conduct

Gifts, hospitality and entertainment.

We build strong and lasting relationships with

our customers. Our business success is due
to understanding our customers’ needs and
providing solutions that meet these needs – and
we encourage our employees to build fruitful
relationships with customers based on mutual trust.

• We do not win business by treating customers

lavishly in order to influence them.
• We never provide any benefits that are illegal or
that would reflect badly on Hempel if they were
to be made public.

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 Employee Code of Conduct

What is expected from you

It is perfectly acceptable to have dinner with a customer or go to
an event together – even if Hempel offers to pay. However, think
carefully about how this may be perceived. Consider the frequency,
amount and type of gifts, hospitality or entertainment, as well as
the purpose.

• Never spend more than EUR 200 per person on one gift, event
or dinner. Deviations from this general rule may only be granted
exceptionally, by the relevant country manager or regional vice
president. Use the Gifts, Hospitality & Entertainment Approval
template, which you can find on ComplianceHelp. Acceptable
spend limits differ from country to country and you should
make yourself familiar with the limits in your country and
business area.
• Never accept gifts or hospitality from suppliers with a value
of over EUR 200 without first obtaining approval from your
manager. Use the Gifts, Hospitality & Entertainment Approval
template, which you can find on ComplianceHelp.
• Never provide tickets or pay for dinners for customers where a
Hempel employee is not present.
• Never provide gifts, entertainment or dinners to public
officials* without first getting approval from the relevant country
manager or regional vice president. Use the Gifts, Hospitality
& Entertainment Approval template, which you can find
on ComplianceHelp.
• Never provide gifts of any kind for customers or accept gifts of
any kind from suppliers during a tender process.
• Never provide any kind of benefit that is illegal, disrespectful or
would reflect badly on Hempel if it were to be made public.

* A public official is anyone in a position of official authority that is conferred by a

state, i.e. someone who holds a legislative, administrative or judicial position of any
kind, whether appointed or elected.

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Employee Code of Conduct

Facilitation payments
Facilitation payments are small but illegal
payments (or other benefits) made to government
officials, largely to speed up services which you
are entitled to. An example would be a small
payment to an immigration officer to issue a visa
without queuing.

Facilitation payments are a type of bribe. Normally

you can distinguish facilitation payments because
you will not be given an official receipt.

• Hempel actively opposes any demand

for facilitation payments made by any
public official.

What is expected from you

Do not offer facilitation payments. If faced with a demand for facilitation
payments, you should:

• Tell the official that it is strictly against Hempel policy and refuse
the demand.
• Try to complete the transaction legally. For example, you can:
• ask to speak to the public official’s manager or supervisor
• ask for proof that the payment is legal, for example by demanding
an official receipt
• involve your manager, or anyone else from the country or regional
management team who will help you decide on the next steps
• If a payment is genuinely unavoidable, escalate the matter to the
regional vice president using the facilitation payments template
on ComplianceHelp.

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 Employee Code of Conduct

Donations and sponsorships

We are keen to give back to society and to

support the communities in which we operate.
Consequently, we make charitable donations and
provide corporate sponsorships.

• We never use charitable or commercial

sponsorships to improperly influence
decision-makers.

What is expected from you

As a Hempel employee, we encourage you
to take an active role in local community
engagement.

• Always ensure donations and sponsorships

are approved by the relevant country
manager or regional vice president. Use
the Reporting Charitable Donations and
Sponsorships template, which you can find
on ComplianceHelp.

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Employee Code of Conduct

Political donations

We actively avoid supporting any

political organisations.

• As a company, we never support any political

parties or political campaigns.
• We do support industry associations who may
indirectly influence policy decisions.

What is expected from you

• Never make political donations to a party-affiliated

organisation or to individuals involved in party politics
in the name of Hempel.
• Never use political or other government connections
to obtain preferential treatment for Hempel.
• Never give the impression that Hempel supports
or endorses any candidate, campaign or issue with
which you are personally involved.

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Conflicts
of interest

of interest
Conflicts
 Employee Code of Conduct

Conflicts of interest
Business at Hempel is conducted in an
objective manner.

We respect our employees’ privacy and do not

normally take an interest in personal conduct
outside of work. However, when an employee’s
personal, social or financial activities interfere or
potentially interfere with the employee’s loyalty
and objectivity towards Hempel, a conflict of
interest may exist.

We recognise that conflicts of interest arise from

time to time and in most cases these can be
easily resolved.

• We make business decisions in the best

interest of the company.
• We ensure transparency of business decisions
and transactions and help individuals to
make decisions when a potential conflict of
interest arises.

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Employee Code of Conduct

What is expected from you

Conflicts of interest between your private concerns and your job may
arise from time to time. The most important thing is to recognise potential
conflicts and work with your manager to resolve them. You should ensure
that you are fully loyal to Hempel and that conflicts of interest between
your private concerns and the business are fully transparent and
properly managed.

• Always declare in writing any external business interests (such as

the ownership of, or shares in, competitor businesses or business
partners), directorships, voluntary appointments, etc. Use the
Conflict of Interests Declaration template, which you can find
on ComplianceHelp.
• Always ensure that any conflicts of interest between your private
concerns and Hempel’s business are fully transparent.
• Never direct business or give favourable business terms to a business
concern or company that you or a close friend or family member have
an interest in.
• Never give jobs to close friends or family unless they are the best
person for the job and you have disclosed your relationship. Use
the Conflict of Interests Declaration template, which you can find
on ComplianceHelp.
• Never allow a situation in which family members (spouses, partners,
parents, children or siblings) are in direct reporting relationships or
relationships involving supervision, evaluation, hiring or determination
of pay or other benefits.

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Business
partners

partners
Business
 Employee Code of Conduct

Business partners
We only engage with reputable, honest and
competent business partners.

As a global company, we work with business

partners in many corners of the world. These
business partners need to understand and respect
our values, and we need to take action to ensure
that this is the case.

Distributors, agents and other business partners

that we work with should:

• provide a genuine professional

service to Hempel
• be qualified to perform the service
• have a good reputation
• only be paid for the real value of that service
• act under a valid and adequate contract

• We do not associate with business partners who

engage in any illegal activities, such as bribery
or activities that violate human rights, or any
sanctioned organisations or individuals.
• We never use business partners to disguise
any transactions.
• We have processes in place to assess the risks
associated with business partners, based on
the extent and type of business we do with
them, and where in the world that business
takes place.
• We maintain accounts and records that properly
reflect all transactions completely, accurately
and on a timely basis. These transactions clearly
identify the nature of the goods and services
provided or received.

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Employee Code of Conduct

A business partner is anyone

with whom we have a business
relationship, including suppliers,
distributors, agents etc.

What is expected from you

We expect all employees to make sure our business partners are
competent, relevant and honest in all our dealings with them.

• Always use Hempel standard contract templates. If you make

a modification to a standard contract or use a non-standard
contract, ensure that it is approved by Group Legal.
• Always report any incidents or potential issues related to
business partners to your manager.
• Never ask a business partner to do something which does not
comply with Hempel’s culture, values and policies.
• Never ask a business partner to make illegal or improper
payments on Hempel’s behalf.
• Never wilfully ignore improper behaviour by business partners
acting on Hempel’s behalf.

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 Employee Code of Conduct

Business partners
representing Hempel
customers
We are transparent about the benefits
provided to business partners
representing our customers.

Business partners often act as representatives of

our customers or are engaged by our customers.
These business partners include purchasing
associations, ship managers, superintendents,
technical consultants, supervisors, engineers,
specifiers, influencers, purchasing agents or
other intermediaries.

In the course of our business, we may be asked to

provide rebates, commissions, bonuses or other
benefits to business partners acting on behalf of
Hempel customers. Such benefits may create a
conflict of interest, because the business partner
has a duty to act in the best interests of our
customers, not to give preference to Hempel.

Benefits provided to these business partners are

at high risk of constituting bribery and therefore
highly restricted.

• We exercise the utmost care in providing

benefits to business partners acting on behalf
of Hempel customers and always follow the
relevant Hempel procedures, instructions
and policies.
• We are transparent about the benefits
provided to business partners representing
our customers.

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Employee Code of Conduct

Business partners representing

Hempel customers include purchasing
associations, ship managers,
superintendents, technical consultants,
supervisors, engineers, specifiers,
influencers, purchasing agents or other
intermediaries.

What is expected from you

If you work with a business partner representing a Hempel customer
or customers, we expect you to ensure their representation is relevant,
and that they are competent and honest in all our dealings with them.

• Always know your customer. It is up to you to understand who you

are offering and providing a benefit to.
• Always include benefits in the relevant commercial documentation,
such as proposals and invoices. Do not hide or document
benefits separately.
• Always follow the relevant Hempel procedures, instructions and
policies, which you can find on ComplianceHelp.
• Requirements for providing benefits to business partners acting on
behalf of Hempel customers are strict and may vary from country
to country. When in doubt, ask the Group Chief Financial Officer,
Group Compliance or Group Legal for advice.

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Fair
competition

competition
Fair
 Employee Code of Conduct

Fair competition
We conduct our business in a fair and
legal way.

We are committed to the principle of fair, open

and unrestricted competition, and we conduct our
business in a fair and legal way. This principle is
important to us, not just because it is the law, but
because it is what we believe in.

• We ensure all agreements, signed or otherwise,

comply with global and local competition laws.
• We do not enter into price fixing, market
sharing, output limitation, bid-rigging or other
anti-competitive practices.
• If we hold a leading market position, we do not
act in a way that abuses this leading position,
or breaches local or other laws.

If you have any doubts about

contracts, meetings, discussions,
etc., raise your question via
[email protected].

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Employee Code of Conduct

What is expected from you

We expect all employees to avoid any actual or perceived illegal
activity in respect of competition matters in their day-to-day activities.

• Never share any information on pricing, tenders or other

business matters with anyone outside of Hempel, other
than customers. This is particularly important during trade
association or other industry gatherings, where we may meet
our competitors. Leave the meeting if competitively sensitive
topics arise.
• Never make any type of agreement, written or otherwise, with
competitors in relation to pricing or tenders.
• Never place restrictions on suppliers to reduce or stabilise
production, capacity or output.
• Never set a minimum price or fixed resale price for an
independent dealer, distributor or reseller.
• Never boycott any customer or supplier except in connection
with government sanctions.
• Always inform your manager immediately if competitively
sensitive information is shared with you or if a competitor tries
to make illegal agreements.
• Always follow the principle that all decisions on Hempel’s
pricing, production, customers and markets are made by
Hempel alone.

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Company assets,
including confidential
information

assets
Company
 Employee Code of Conduct

Company assets, including

confidential information
We provide the assets and information
needed to run our business effectively,
and ensure assets and information are
properly protected.
Assets and information are vital to achieving
our business objectives. All assets and data
used in the business or maintained on company
computers is the property of Hempel.

• We provide assets for business use, both in

terms of equipment and information.

What is expected from you

All employees have a duty to care and protect company assets and
information. As a general rule, no company information should be shared
outside of Hempel.

• Always ensure company assets are treated with care and respect.
• Always follow the company’s rules on private use of company assets.
• Always use social media carefully – never make any statements which
could harm the Hempel name.
• Never share information with anyone internally who does not need to
know, and do not share any information outside of the company, even
if you leave employment at Hempel.

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Employee Code of Conduct

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Human
rights

rights
Human
 Employee Code of Conduct

Human rights
We respect and support internationally
proclaimed human rights.

We are committed to respecting human rights

in accordance with the United Nations’ Guiding
Principles on Business and Human Rights and the
UN Global Compact. Our commitment extends to
any adverse impact we may cause, contribute to
or be linked to through the company’s operations
and business relationships in all markets.

• We provide guidance on our human rights

policies, both internally and externally.
• We continuously review human rights risks,
policies and due diligence processes to ensure
that we have the right procedures in place to
effectively manage any issues.

What is expected from you

As a Hempel employee, you should set a good example and not
tolerate any violations of human rights.

• Always ensure that you are familiar with Hempel’s Human Rights
Policy, and that you understand how this policy translates to
your work.
• Always comply with Hempel’s Human Rights Policy and any
applicable human rights law and regulations.

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Employee Code of Conduct

Health and safety

At Hempel, we care about safety – and we

promote a healthy and safe work environment
for all of our employees and business partners.
We want everyone to have a safe and healthy
work environment no matter where in the world
they work.

• We have clear health and safety standards,

which we expect everyone to follow.
• We constantly challenge our standards
to ensure that we prevent accidents in
the workplace. Nobody comes to work to
get injured.
• We do not allow any form of alcohol, drugs or
other abuse in the workplace, and we provide
support for employees with abuse problems.

What is expected from you

As a Hempel employee, we expect you to be the eyes and ears of Hempel
to help ensure we have a safe and healthy work environment. We are all
responsible for our own and our colleagues’ safety, and should look to
improve the conditions that Hempel employees work in.

• Always follow all safety rules applicable to your job.

• Always stop work if you see unsafe conditions or unsafe behaviour and
bring it to the attention of your manager.
• Always look for ways that we can work in a safer way and suggest changes
to improve work safety if you see an opportunity to improve. It is up to all of
us to constantly challenge and improve our working practices.

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 Employee Code of Conduct

Diversity and inclusion

At Hempel, we believe that diversity is key to our

success. We provide an inclusive work environment,
promote diversity, and work to eliminate any form of
discrimination.

• We promote equal opportunities for all employees.

• We strive to provide a harmonious work environment,
where everyone is treated with respect.
• We never accept discrimination. This includes
discrimination in respect of nationality, ethnicity,
language, skin colour, age, gender, social origin,
status, wealth, duties performed, work position,
religion, opinion, education, sexual and gender
orientation and health conditions.
• We do not accept any kind of harassment.

What is expected from you

We expect you to read and adhere to Hempel’s Diversity
and Equal Opportunity Policy and always treat all of your
colleagues and business partners with respect.

• Always be respectful of cultural differences.

• Always base your work-related decisions on the merits
of individuals to avoid any discrimination.
• Never make or send any offensive messages or
inappropriate comments.

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Employee Code of Conduct

Rights at work

We respect and promote our employees’

rights at work.

• We support our employees’ right to freedom

of association and recognise their right to
be a member of a union or other collective
bargaining group.
• We provide employees with fair pay for their
work, as well as work breaks and paid holidays
according to local laws.
• We never employ child or forced labour, either
directly or through subcontractors or other
business partners.

What is expected from you

As a Hempel employee, you should show respect for your
colleagues and any other person you come into contact with during
your work.

• Always respect each other’s right to join a union, the choice of

union, or the decision not to join a union.
• Always be alert to the issues of child and forced labour, not only
at Hempel sites but also at our suppliers.

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The
environment

environment
The
 Employee Code of Conduct

The environment
We support the protection of the
environment through our policies and
actions.
We care for the environment and routinely look to
reduce the environmental impact of our products
and operations. Our care for the environment
is shown through our product stewardship, and
our continued work to reduce the environmental
impact of our operations.

• We integrate environmentally sustainable

technologies into the development of new
products and solutions.
• We promote the use of safer materials and work
to reduce their environmental impact.
• We continuously review all our operations to
minimise waste and reduce our carbon footprint.
• We engage with our employees and business
partners to ensure that they adhere to
environmentally responsible practices.

What is expected from you

As a Hempel employee, you should look to reduce your waste
output and energy consumption in everything you do.

• Always comply with applicable environmental legislation.

• Always suggest changes that reduce waste, minimise energy
consumption or improve Hempel’s environmental footprint if you
see an opportunity to improve. It is up to all of us to constantly
challenge and improve our working practices.

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Employee Code of Conduct

30
Raising
concerns

concerns
Raising
 Employee Code of Conduct

Raising concerns
As a responsible company, we encourage our
employees, customers, partners and other
stakeholders to report or question any suspected
cases of potentially unethical or illegal behaviour
– and we give them the opportunity to do so. As
an employee, there are a number of channels you
can use to make reports. You are encouraged to
report any concerns through the channel you are
most comfortable with.

Talk to someone
You can report your concerns to your line manager, another member of
management, or a relevant support function, such as Group Legal or
People & Culture. Regional Ombudsmen are also available to discuss
sensitive issues on a confidential basis.

The Hempel Ethics Hotline

The Hempel Ethics Hotline (hempel.ethicspoint.com) enables us to
question, report, investigate and handle potential breaches of our Code
of Conduct, Business Ethics policy or relevant legislation in a professional
way without compromising the position of the person who reported the
incident in good faith.

The service ensures that serious and sensitive concerns can be

questioned or reported in a confidential manner. Use it if you feel
uncomfortable questioning or reporting through other channels or prefer to
raise your concerns directly to the Hempel Ethics Committee anonymously.

We recommend that the Hempel Ethics Hotline is used to raise questions

or report serious and sensitive issues including, but not limited to:
• fraud
• corruption or bribery
• material breaches of health, safety and environmental rules
• unethical behaviour of senior management
• discrimination conducted by senior management
• competition law violation or antitrust law violation
• conflicts of interest

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Employee Code of Conduct

Stop and think Stop

before you act and report
If you are in doubt or have concerns You have a right and an
You have both a right and an
obligation to stop any business
obligation to stop any business
undertaking if you are not confident undertaking that violates our
that our policies or the principles policies or the principles in this
in this Code of Conduct are being Code of Conduct.
correctly followed. At Hempel,
we recognise that we first need Stop
to understand before we act. Do • When a violation of policy is
not hesitate to raise your voice or about to occur.
your questions.
Report
If you are in doubt • When a violation of policy has
• Seek assistance from occurred already. You can make your
your manager or your local report in a number of ways.
support team. • Speak to your direct manager
• Find help and information on the or another Hempel colleague of
Hempel ComplianceHelp portal on equivalent authority.
our Collaboration Platform. • Make a report through the
• Contact compliancehelp@hempel. Hempel Ethics Hotline (hempel.
com and we will do our best to ethicspoint.com). Reports can be
provide you with an answer within made anonymously.
one business day.
• Or, raise your sensitive question
or concern via the Hempel
Ethics Hotline.

32
 Hempel A/S, October 2017, UK

Hempel A/S
Lundtoftegårdsvej 91
DK-2800 Kgs. Lyngby
Denmark

Tel: +45 4593 3800

Fax: +45 4588 5518
Email: [email protected]