1031150 Dcx Corp 2007 Docs Integrity Code e

8/8/2019 1031150 Dcx Corp 2007 Docs Integrity Code e

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Integrity Code


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Commitment to excellence Our values

Protable

Growth

Superior

Products

&

Customer

Experience

Leading

Brands

Innovation

&

Technology

Leadership

Global

Presence

&

Network

Operational Excellence

High Perorming Inspired People

Passion Respect Integrity Discipline


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Preambel

Dear colleagues,

February 007

For a global leader like Daimler, Corporate Culture is perhaps the most important yet hardest to quantiy among the keys to top perormance, protable growth and success. It should be based on the values that the

Board o Management has discussed at length and set as a top priority: Passion, Respect, Integrity and

Discipline. I we live according to these values, we create a ramework or orientation that provides motivationand promotes teamwork as well as exemplary behavior within our company.

Integrity is a precondition or the reputation and economic success o a globally active company which is in theocus o the public. A key element o integrity is proper behavior in daily business. Daimler has integrated issues

o business and corporate ethics as well as compliance within its regulatory ramework or several years now.In July 1999, the company published its rst Integrity Code, which applies to all employees. In 00 this was sup-plemented by the Corporate Social Responsibility Principles.

Since 006, the Integrity Code has been rened with Corporate Policies and Guidelines that we have discussedand approved in the Board o Management in close cooperation with the Compliance Committee. The CorporatePolicies and Guidelines give standardized, practical and logical support or everyday business situations.

They apply to all employees, just like the Integrity Code; to put it simply, our executives must act as role models.

It is crucial that all o you live according to the Corporate Values, our Integrity Code and the correspondingCorporate Policies and Guidelines, that you use them as a standard or your actions, and that you actively com-municate their content. This is the only way to saeguard the success o Daimler in the long run.

The entire Daimler guidance can be accessed on the Corporate Compliance pages in the Employee Portal at:Company > Organization > Company-wide Functions > Corporate Compliance.

Dieter Zetsche Rdiger Grube Gnther Fleig

Bodo Uebber Thomas Weber Andreas Renschler


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Table o contents

I. General principles1 The Global Compact and the

Daimler principles o social responsibility 6 General rules o conduct 7

II. Applicability 8

III. Dealing with Government Ocials1 Political contributions 9 Payments or loans 9

IV. Confict o interest issues1 Relationships with suppliers, dealers,

customers and other business partners 10

Outside activities 12 Share ownership 124 Representing Daimler 13

V. Internal Control1 Protection o assets and inormation 14 Internal control systems/reports/records 14 Investor relations and insider trading 14

VI. Quality 15

VII. Social responsibility principleso Daimler 16

VIII. Protection o the environment 18

IX. Commitment to high ethical standards 19

X. Relationships with competitors andbusiness partners 20

XI. Dealing with oreign governments andcustomers international trade laws 21

XII. Obey the Integrity Code1 Questions about the Integrity Code 22 Sanctions 23


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General principles

I. General principles

1 TheGlobalCompactandtheDaimler

principlesosocialresponsibility

The Global Compactis an initiative o UN General

Secretary Ko Annan that mobilizes private industry

support o such undamental principles as respector human rights and protection o jobs and the envi-ronment. Through agreements between the UnitedNations and private industry, the Global Compact

creates a global ramework or responsible action insupport o these principles. CEO Jrgen Schremppsigned the Global Compact on behal o Daimler in

autumn 001.

In September 00, Daimler management and em-ployee representatives rom around the world en-

dorsedprinciples of social responsibilityor Daimlerto implement the Global Compact.The principles declare the companys commitment

to preserve internationally recognized human rightsand to uphold the principle o equal opportunity inemployment and rerain rom unlawul discrimination.

They encompass Daimlers adherence, within thecontext o applicable laws, to the principle o equal

pay or work o equal value as well as its rejectiono exploitative working conditions. The principles

also express Daimlers concern or the protection othe saety and health o its employees in workplaces

around the world.

Daimler is convinced that social responsibility is a cru-cial actor in the long-term success o the company.

It is both a result o and a precondition or the value-oriented and sustainably protable running o a busi-ness.

The principles o social responsibility apply through-out the world. Various dierent cultures and the

diversity o value systems in dierent societies weretaken into consideration in their creation, becauseequal opportunities are the basis or successul inter-national cooperation. This means that all employees

can be appointed, supported and allowed to developaccording to their competencies, abilities and per-

ormance, without unlawul discrimination.

An important part o the success o the Global

Compact and the principles of social responsibilityisthe entrenching o their aims in the minds o all

employees. In the ollowing rules of conduct, stan-

dards o behavior or management personnel andemployees are ormulated as binding. Dealings withsuppliers and other business partners as well as

contacts with parties and authorities are also regu-lated. In addition, guidelines or the protection o

the environment are set.

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2 Generalrulesoconduct

2.1 Rulesoconductafectingemployeeso

thecompany

All employees contribute to a corporate culture that

is characterized by cooperative working relationships.

Tolerance and respect towards each other are some

o the undamental convictions o the managementand the employees. Moreover, each employee is com-mitted to responsible and ethical behavior. The dig-nity o each individual is to be respected. Mutual es-

teem is based on inner conviction and a willingness

to take action. Only in this way can an open, tolerantand cooperative environment develop.

2.1.1 Rulesoconductoremployees

Daimler expects all its employees, both managementand nonmanagement, to contribute to a positive at-

mosphere through their behavior towards each other.The possibility to get to know other cultures and ways

o thinking through cooperation is enriching or allemployees. It also helps to motivate employees, andis the basis or sustainable business success and

value creation.

2.1.2 Rulesoconductormanagement

Management personnel support productive behaviorby practicing perormance-based, value-orientedmanagement. The conduct o management personnel

should set an example o respect or the dignity oall employees. Through their open-minded dealings

with employees, they create a working atmosphere

that is conducive to positive employee morale andthe open exchange o ideas. Through courtesy, toler-ance and mutual consideration, they cultivate har-monious and productive dealings with other people.

2.2 Rulesoconductwhendealingwith

thirdparties

All employees, especially management personnel,

must be aware that they represent the company withtheir behavior. Their conduct aects both the external

reputation o the company and its internal culture.All employees are expected to treat others as theythemselves would expect to be treated, including cus-tomers and other external persons having businessrelations with the company. O course, this also ap-

plies to employees o other rms working within the

company.


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Applicability

II. Applicability

Employeeresponsibility

Each employee has a responsibility to be amiliar with

and comply with the letter and spirit o the Daimler

Integrity Code and the companys policies and guide-

lines. Also, where applicable, compliance is requiredwith employment contracts, works rulebook and

standards o conduct. Protecting Daimlers reputa-tion means abiding by the Integrity Code around the

clock. Even o the job, employees are perceived

by others as a representative o Daimler. It is alsoimportant that employees encourage each other to

uphold the Daimler Integrity Code and cooperate

with the company in enorcing its provisions. The

reputation and viability o Daimler may be at stake.

ScopeoapplicationThe nature o some o the companys objectives mayrequire standards o conduct more specic than

those set orth in this Integrity Code. In those cases,supplemental standards or certain business units,regions or individual operations may be developed incooperation with Human Resources.

Obeythelaw

The basic policy underlying the Daimler IntegrityCode is the companys commitment to conduct its

business in ull compliance with applicable law.

Employees are responsible or understanding and

conorming their conduct to the legal requirementsrelevant to their jobs and communicating this

standard to those they supervise.


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Dealing with Government Ocials

III. Dealing with Government Ocials

1 Politicalcontributions

Payments, gits, loans or services provided by Daimler

or its subsidiaries to any political party or committeeor a candidate or, or a holder o a political oce are

permitted only i in compliance with applicable law,local policy, and approved in advance by the DaimlerBoard o Management.

2 Paymentsorloans

Payments or loans o corporate, subsidiary or per-

sonal unds or transers o anything else o value to a

government ocial or employee or the purpose oobtaining, retaining or directing business to Daimler

or any o its subsidiaries or aliates or other persons

are prohibited.


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Confict o interest issues

IV. Confict o interest issues

1 Relationshipswithsuppliers,dealers,

customersandotherbusinesspartners

Employees must avoid personal interests or nancialactivities that confict, or appear to confict, with

Daimlers interests or that infuence, or appear to in-fuence, their judgment or actions in perorming

their duties as employees. In particular, employees

must comply with the ollowing guidelines dealingwith gits, meals, entertainment, and other benetsrom business partners.

1.1 Daimler employees should never request orsolicit oers or entertainment, meals, gits or othergratuities, or personal services or avors rom busi-ness partners.

1.2 Business meals as the guest o a business part-ner may be accepted i they are oered voluntarily,have a legitimate business purpose and are an integral

part o the work agenda (e.g., lunch during a seminar

or meeting, cocktail reception ollowing meetingsor dinner incorporated into a continuing work period).

Employees have a responsibility to inorm their su-pervisors on an ongoing basis about the requency

and nature o meals and entertainment paid or bybusiness partners.*

*Functions or business units should consider establishing specic

written guidelines that are appropriate and reasonable in light o

their operating requirements.

1.3 Travel and overnight accommodations paidor by business partners are not allowed. Exceptionsare permitted or business travel in a business part-

ners plane with the prior approval o an immediate

supervisor and at least a Senior Vice President (levelC or higher). I a business partner pays or accom-modations or provides in-house accommodations,

employees should determine the air market value,make appropriate payment to the business partner,

and arrange or reimbursement via their expense

report.

1.4 Attendance at sports events and activities,shows or other appropriate entertainment or social

activities as the guest o the same business part-

ner is not allowed more than twice a year. A repre-

sentative o the hosting company must be present.

1.5 I employees use Daimler suppliers, dealers orcustomers to provide goods or perorm services

o a personal nature, air market value must be paid

or the goods or services, and the payment must bedocumented.

1.6 Solicitation or acceptance o personal nan-cial assistance o any kind rom a supplier, dealer ora customer is prohibited.

1.7 Sponsorship by a supplier, dealer or othercustomer o Daimler events, o birthday, retirement

or other company parties is not allowed. Similarly,neither an employee nor an employee on behal othe company should solicit or accept supplier partic-ipation in employee or company-sponsored charitable

or quasi-charitable endeavors. Such participation

could introduce variables other than cost, quality and

delivery into the supplierselection process.

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1.8 Employees may take advantage o discountsand other promotions oered by Daimler suppliers,dealers or customers, provided such discounts are

available to all Daimler employees. Discounts thathave been solicited or bargained or in connection

with obtaining or providing goods or services on

behal o Daimler or that are only oered to a limitedgroup o employees are prohibited.

1.9 Employees and their amilies should neversolicit gits or accept other personal benets rom

Daimler suppliers, dealers or other customers.

Promotional material and other items o value up to 0/U.S. $ 0 or less may be accepted i madevoluntarily and there is no reasonable likelihood thegits will infuence an employees judgment or ac-tions in perorming their duties. Gits above this value

should not be accepted and the giver should be ad-vised o the Daimler policy.

I employees have questions (e.g., in an internationalsetting where rejection o the git would be consid-ered culturally discourteous) they should review the

matter with their supervisor or any o the other con-

tacts reerred to in chapter XII.


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2 Outsideactivities

Employees may not serve on boards o directors ocompanies operated or prot without Daimlersapproval. Employees may not engage in recurring pri-

vate business activities that interere with their

Daimler duties and may not, without prior approval,

work or otherwise perorm services or hire or busi-ness partners or competitors. In their personal

capacities, employees may participate in community,government, educational and civic organizations andmay serve on the boards o directors o privateclubs, educational institutions, charities and hospitals,

provided that such participation or service doesnot interere with their duties as Daimler employees.

3 Shareownership

Daimler employees and their immediate amily mem-bers may not hold directly or indirectly, any undis-

closed share ownership interest in business partnersor other concerns having current or proposed busi-ness relationships with Daimler. Excepted are own-ership interests that do not infuence the perormanceo duties o Daimler employees.

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4 RepresentingDaimler

Employees who participate in or serve on the boardso community, government, educational, civic or

other non-prot organizations as representatives o

the company must obtain the prior approval romthe authority level established by the business unit.

Members o Daimler management are periodically

asked by outside concerns to participate in inter-

views, give speeches or write articles expressing theviews o the company or discussing its activities.Employees should ensure that both the occasion andcontent o any interview, speech or article have

been approved by their management, are consistentwith the companys interests and programs, andhave received the concurrence o the Communica-

tions Oce. Any honorariums, ees, expense reim-

bursements or other remuneration associatedwith these activities are to be paid or made payableto Daimler. Any exceptions require prior approval bydirector level or above.


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Internal Control

V. Internal Control

1 Protectionoassetsandinormation

Employees have a responsibility to protect Daimlerproperty against loss, thet, abuse and unauthorizeduse, access or disposal. Employees may use com-pany assets only or purposes related to their Daimler

job responsibilities.

Condential inormation (nonpublic inormation aboutthe company or its products) is to be held in strictcondence during, as well as ater, an employees

term o employment.

Employees must ollow the companys use, accessand security guidelines or sotware and inormationtechnology, email, inter-/intra-/extranet and voice

mail systems. Moreover, personal data protectionrights, where applicable, must be strictly observed.

2 Internalcontrolsystems/reports/records

Daimlers policy is to maintain eective internal

control systems to ensure compliance with laws andcorporate policies, protect and prevent misuse ocompany assets, and assure appropriate authoriza-

tion or company transactions and other corporate

activities.

The company prepares external reports that ulllall relevant international business and legal require-

ments, including nancial statements that airlypresent the companys nancial position. To achievethis standard, employees are expected to maintain

accurate and complete internal records o all com-

pany business activities and arrange or appropriateauthorization and documentation o transactionsand commitments with business partners. In partic-ular, employees are required to report business ex-

penses in an accurate and timely manner. Companyrecords are the sole property o Daimler and shouldbe created and maintained in a manner consistentwith applicable policies.

3 Investorrelationsandinsidertrading

The companys policy is to disclose important inor-mation about its business in accordance with German,

U.S. and other applicable securities laws and stockexchange guidelines, with the objective o promotingan orderly market or its publicly traded securities.

This policy depends on maintaining the condential-ity o undisclosed inormation about the companythat might be considered material, inside inormation

inormation that could reasonably be expected to

aect the price o such securities beore its publicdissemination. It is a violation o applicable securi-ties laws, and o the companys policy, to buy or sellthe companys publicly traded securities or thoseo its business partners while in possession o mate-rial, inside inormation or to disclose such inormation

to others.

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Quality

VI. Quality

Daimlers commitment to quality and quality im-provement processes is essential to its growth andprosperity. Employees should strive to exceed

customer expectations, both internal and external,

and continuously improve the quality o Daimlerproducts and services.


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Social responsibility principles o Daimler

VII. Social responsibility principles o Daimler

Daimler acknowledges its social responsibility and

the nine principles that orm the basis o the GlobalCompact. In order to achieve these shared goals,Daimler has agreed upon the ollowing principles

with the international employee representatives.

Daimler supports the United Nations initiative andwant to work with other companies and institutions

to prevent the irreversible process o globalizationrom causing ear and alarm among the people all

over the globe; Daimler wants to show the humanace o globalization, among other things by creating

and preserving jobs. Daimler is convinced that socialresponsibility is an important actor or the long-

term success o the company. This also applies to

the shareholders, business partners, customers andemployees. Only then can Daimler contribute towards

world peace and prosperity in the uture.

Heeding this responsibility, however, requires that

Daimler is competitive and remains so in the longterm. Taking social responsibility is indispensable ora value-based company. The ollowing principles,

that are guided by the conventions o the Interna-tional Labor Organization, have been implemented by

Daimler worldwide, and in establishing them, diversity

in culture and social values have been duly acknowl-

edged and heeded.

Humanrights

Daimler respects and supports compliance with theinternationally accepted human rights.

Forcedlabor

Daimler condemns all orms o orced and compuls-ory labor.

Childlabor

Daimler supports the elimination o exploitative childlabor. Children must not be inhibited in their de-

velopment. Their health and saety must not be ad-

versely aected. Their dignity must be respected.

Equalopportunities

Daimler undertakes to uphold equal opportunitieswith respect to employment and to rerain rom dis-

crimination against employees based on gender,race, disability, national origin, religion, age or sexualorientation unless national law expressly provides or

selection according to specic criteria.

Equalpayorequalwork

Within the scope o applicable law, Daimler respectsthe principle o equal pay or work o equal value,

e.g. or men and women.

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Relationswithemployeesand

employeerepresentatives

Daimler acknowledges the human right to orm tradeunions.

During organization campaigns the company and theexecutives will remain neutral; the trade unions

and the company will comply with basic democraticprinciples and thus, they will ensure the employees

can make a ree decision. Daimler respects the rightto collective bargaining.

Elaboration o this human right is subject to nationalstatutory regulations and existing agreements.

Freedom o association will be granted even in thosecountries in which reedom o association is notprotected by law.

Cooperation with employees, employees represen-tatives and trade unions will be constructive. Theaim o such cooperation will be to seek a air balance

between the commercial interests o the companyand the interests o the employees. Even where thereis disagreement, the aim will always be to work out

a solution that permits constructive cooperation in thelong term.

It is the aim o the company to involve and inormthe individual employees as directly as possible.Conduct towards and communication with employ-

ees shall be characterized by respect.

Workingconditions

Daimler is opposed to all exploitative working condi-tions.

Protectionohealth

Daimler ensures health and saety at the workplaceto a level no less than required by national legisla-tion and supports the continuous improvement o

working conditions.

Compensation

Daimler honors the right to reasonable compensa-tion o a level no less than the legally established

minimum-wage and the local job market.

Workinghours

Daimler guarantees compliance with national provi-

sions and agreements regarding working hours andregular, paid holidays.

Training

Daimler supports training o employees with the aimo good perormance and high quality work.

Suppliers

Daimler supports and encourages its suppliers tointroduce and implement equivalent principles in

their own companies.Daimler expects its suppliers to incorporate these

principles as a basis or relations with Daimler.

Daimler regards the above as a avorable basis orenduring business relations.


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Protection o the environment

VIII. Protection o the environment

Daimler is dedicated to protecting the environmentor current and uture generations and to complying

with all applicable environmental laws and regula-tions. The company expects and encourages the ac-

tive support and participation o its employees in

pursuing new products and manuacturing technolo-gies that promote resource conservation, acilitate

recycling, eliminate pollution, and preserve the natural

environment.

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Commitment to high ethical standards

IX. Commitment to high ethical standards

Daimler is committed to achieving high ethical stan-dards in business transactions. Daimler does nottolerate unethical or corrupt practices by its employ-ees or on the part o our business partners.

Daimler strictly orbids engaging in or tolerating brib-ery or any other orm o corruption.

Daimler will devote appropriate resources within itsbusiness units on an ongoing basis to identiying andcorrecting potential weakness in its internal controls.


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Relationships with competitors and business partners

X. Relationships with competitorsand business partners

Daimler is committed to complying ully with all ap-plicable antitrust and trade laws and related lawspertaining to air pricing, air competition and con-sumer protection.

These laws regulate Daimlers relations with its com-petitors, suppliers and dealers, distributors and re-tail customers. They generally prohibit agreements

and other activities that x or coordinate prices orprice ormulas, divide sales territories or customers,

or unreasonably restrict ree and open competition.

They also restrict the companys ability to share pro-prietary or competitively sensitive inormation and to

deal exclusively with suppliers or other business

partners. These laws also establish requirements orconsumer disclosures and the resolution o custom-er issues.

Antitrust and trade laws are complex and aect all

aspects o Daimlers domestic and international

business activities. The penalties or noncompliancecan be severe. I employees have questions abouthow these laws relate to their job responsibilities,they should contact the Oce o the General Counsel.

In collecting inormation about its business partnersand competitors, Daimler utilizes all legitimate

sources, but avoids any actions that are illegal orcould cause liability to the company.

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Dealing with oreign governments and customers international

trade laws

XI. Dealing with oreign governments andcustomers international trade laws

Daimler is committed to complying ully with antibrib-ery, export control, customs and antiboycott laws.These international trade laws aect all aspects o

Daimlers global enterprise and its employees.

Antibribery laws prohibit providing, directly or indi-

rectly, anything o value not only to domestic, butalso to oreign governmental, political or military o-cials or representatives o international organiza-

tions (such as the United Nations and the WorldBank) to obtain or retain business or to gain an unair

advantage. These laws also impose record keeping

and internal accounting and control requirementsthat, like Daimlers own accounting and internal con-

trol policies, are designed to ensure integrity andaccuracy in the recording and reporting o all business

transactions.

Export control and customs laws regulate where

and how Daimler may sell goods, technology or ex-

change inormation. In some cases, these laws mayprohibit doing business with certain countries, or

impose requirements or licenses beore goods ortechnology may be exported or exchanged. Customslaws require accurate documentation and proper

reporting and valuation o goods.

Antiboycott laws may prohibit participation in oreignboycotts and limit disclosure o inormation aboutbusiness activities and personnel, and may require

the reporting o certain types o requests or inor-

mation or participation in boycotts.

International trade laws are complex. The penaltiesor noncompliance can be severe and could includepersonal liability and imprisonment. In addition,

compliance with various Daimler internal regulationsand procedures on international trade, such as the

Daimler Export Control Directives, is also essential to

maintaining Daimlers worldwide reputation.

I employees have questions about how these lawsand directives relate to their job responsibilities,they should contact the Oce o the General Counsel.


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Obey the Integrity Code

XII. Obey the Integrity Code

1 QuestionsabouttheIntegrityCode

Questions about the Daimler Integrity Code or otherbusiness ethics situations may arise rom time totime. I employees are unsure about the right thing to

do, they can discuss it with their supervisor. Theirquestion may also be answered by reerring to the

Daimler Integrity Code intranet site or by contactingtheir local Human Resources representative. Alter-

natively, they may contact the ollowing organizations

(on a condential basis i they preer):

Ask us For QuestionsFor all questions related to compliance please rstconsult our comprehensive Intranet website, where

you can nd answers on all requently asked ques-tions (Application QuISS). We will also be glad toanswer your questions directly i you contact us per-sonally.

Compliance Consultation Desk(Stuttgart, Germany)

Address: Daimler AGCompliance Consultation Desk (CCD)HPC : 067046 StuttgartGermany

Phone : + 49 7 11 17- 7 76 77

USA only : 4 97 6Fax: + 49 7 11 17- 79 0 9 E - mail : External : [email protected]

Internal : MBox_CCD

Tell us For ReportsPlease address any reports o suspected irregularconduct to the Business Practices Oce (BPO). BPOwill maintain strict condentiality concerning all

reports and related inormation, and can also ensureanonymous treatment at your request.

Business Practices Oce(Stuttgart, Germany)

Address : Daimler AGBusiness Practices Oce (BPO)HPC : 0647046 StuttgartGermany

Phone : + 49 7 11 17- 9 6 or 0 00/ 9 46 4

Fax : + 49 7 11 17- 79 0 4

E - mail : External : [email protected] : BPO Germany Pool-ID

Business Practices Oce(Farmington Hills, USA)

Address : Daimler AGBusiness Practices Oce (BPO)64 Corporate DriveFarmington Hills, Mi 41USA

Phone : +1 4 97 60 or +1 66 49 6Fax : +1 4 97 61 or +1 66 49 76E - mail : External : [email protected]

Internal : BPO Americas Pool-ID


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Daimler AG

Corporate Compliance

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1031150 Dcx Corp 2007 Docs Integrity Code e