code of good conduct table of contents 1...

TABLE OF CONTENTS

1. General principle 3

2. The conduct of members of staff within the Group 7

➔ Respect and protection of persons 8

➔ Protection of assets 9

➔ Protection of the image of the group 10

➔ Reliability and et sincerity of information 11

➔ Respect for confidentiality 12➔ Use of insider information

and stock options 13

➔ Professional Ethics Officer 14

➔ Conflicts of interests 15

➔ Paid work 15

➔ Shareholdings in external enterprises 16

➔ Relations with third parties: Offers andacceptance of gifts 17

3. Relations outside the Renault Group 19

➔ Compliance with law 20

➔ Environment 21

➔ Fairness and loyalty towards customers 22

➔ Fairness and loyalty towards shareholders 22

➔ Fairness and loyalty towards commercial partners 23

➔ Corruption and disguised rebates 24

➔ Recourse to intermediaries 25

➔ Financial statements and audits 26

➔ Responsibility and liability of the enterprise 27

➔ Economic and social involvement 28

➔ Political activities 28

CODE OF GOOD CONDUCT

1

1General

principle


3

5

The prosperity anddevelopment of an enterprise

is largely based on theconfidence which it inspires

with its customers, shareholdersand commercial partners

including suppliers, confidencewhich must exist both in the

relations between the enterpriseand members of staff and between

members of staff themselves.

It is necessary, for the existence andmaintenance of this confidence, to

ensure that a certain number of rules ofconduct are respected at all levels.

The purpose of this code is to allowpersons within the enterprise todetermine how to act in real, oftencomplex situations by referring to a fewclear and precise principles.

It goes without saying that such a codecannot foresee everything, and theobjective will only be reached throughcommon sense and a sense of eachperson’s responsibilities.

The duties described in this code are notintended, either on the national orinternational level, to take the place of thoseset forth in existing laws and regulations, orby internal rules (whether of a general orspecific scope) which apply on the varioussites where the Group undertakes its work.

However, these rules do apply in addition toapplicable laws and regulations of anynature, and form a body of rules, for allmembers of the Group wherever they mayact, which must be applied in allcircumstances.

➔ ➔ ➔ ➔ ➔

2The conduct

of membersof staff withinthe group

In all circumstances, eachmember of staff of the Group mustact in the Group’s interest, inspiredby loyalty in its respect and withcare to contribute to the harmonyof the Group.

7


8

RESPECT AND PROTECTIONOF PERSONS

It is one of the Group’s principles that itwill not discriminate on any grounds in

working relations, and in particular it willrecruit its staff on the basis of their ownabilities and will treat each person withdignity, respect and with complete respectfor their privacy.

The aim of “working better together”implies that each person must adopt thisconcern for dignity and respect for privacy intheir own relations with other members ofstaff.

The group considers that it is a priority toensure that working conditions are notharmful to health and that all steps aretaken to ensure the safety and protection ofits personnel.

CODE OF GOOD CONDUCT(

9

PROTECTION OF ASSETS

The safeguarding of assets belongingto the Group is a guarantee for its

prosperity, which all of the personnelbenefit from.

The Group’s personnel is therefore under aduty to contribute to the protection andpreservation of these assets, against allforms of deterioration and damage, theft ormisappropriation, and it naturally follows thatpersonnel must not misappropriate them oruse them for personal reasons.

Assets should be understood not only astangible property such as buildings, fittings,machines, vehicles, equipment, computers andinformation systems, and supplies of all types,but also intangible property such as intellectualproperty and know-how.


10

PROTECTION OF THE IMAGEOF THE GROUP

The quality of the corporate image of theGroup as well as the reputation of its

products are necessary conditions for itsexistence over time. The Group’s personnel,aware of their importance, must abstainfrom any act of a disparaging nature.


11

RELIABILITY ANDSINCERITY OF INFORMATION

Good management requires the greatestmeticulousness to be applied to

communicated information.

For this purpose, each person mustendeavour to provide and transmit data anddocuments which are exact and as precise aspossible. It naturally follows that they mustnot supply information or documents whichare falsified or deliberately incomplete, in anyfield whatsoever.


12

RESPECT FORCONFIDENTIALITY

The Group’s personnel may holdinformation belonging to the Group

which must remain confidential insofaras its disclosure or premature revelationmay be harmful for the Group.

This information may, in particular,concern products, studies, technicalprojects, industrial data, commercial andfinancial plans, and all elements which mayinvolve intellectual property rights andknow-how.

Each person must ensure that thisinformation is not disseminated eitherdirectly or indirectly outside the enterprise,nor even communicated to personsemployed within the enterprise who are notauthorised to obtain such information.


13

USE OF INSIDERINFORMATION AND STOCK

OPTIONS

The use, for personal ends, of insiderinformation concerning the Group orthird parties, which a member of staffshould learn in the context of or whileundertaking his job, is not only contrary toprofessional ethics but may also constitutethe crime of insider trading.

The beneficiaries of stock options mustabstain, pursuant to law, from transferringthem to third parties in any manner. Inaddition, it would be contrary to the spirit inwhich these stock options are attributed toattempt, in any manner whatsoever, toobtain in advance those advantages whichmay be expected from their exercise.


14

PROFESSIONAL ETHICSOFFICER

It is the responsibility of each person, andin particular those persons who hold

insider information, to consult the Group’sProfessional Ethics Officer in order toensure the conformity, with professionalethics and rules in force, of any individualoperation concerning the exercise of stockoptions or any transaction whatsoeverconcerning securities issued by a companywithin the Group.


15

CONFLICTS OF INTERESTS

The members of the Group’s personnelmay, insofar as their jobs cause them to

have an influence on studies, contracts,etc. concluded between Renault Group

companies and external enterprises andbodies, be confronted with situations inwhich their personal interest, or the interestsof natural persons or legal entities that theyare associated with or in the management ofwhich they are involved, may enter into conflictwith the interests of the Group. It shall be theirresponsibility in such cases to declare theconflict of interest to their superiors,considering the duty of loyalty which they oweto the Group, even where this is only a potentialconflict of interest.

In particular:

Paid workNo paid work for an entity outside the Groupcan be accepted in conflict with the interest ofthe Group. To avoid any difficulties, allmembers of staff who wish to have


a professional activity outside theenterprise must inform their

hierarchical superiors in advance.

Shareholdings in external enterprises

In order to preserve the spirit of loyaltywhich must reign in relations with theGroup, and in order to conserve theirdecision-making freedom, all of the Group’smembers of staff undertake to declare theinterests which they acquire directly orthrough an intermediary to their hierarchicalsuperiors and to the human resourcesdepartment, and undertake not to acquire,either directly or through an intermediary, anyfinancial interest1 in any enterprise or body withwhich the Group competes or maintainsbusiness relations, except for securities whichare listed on the stock market or except where

(1) The notion of “interest” or “financial interest” does not include bonds, unittrusts, or shares in listed companies where the value of such an interest doesnot exceed 1/1000 of the share capital, and financial products or savingsproducts issued by banks or insurance companies.


16

17

the Human Resources Department andthe division concerned, consulted in

advance though the managementhierarchy, have consented to the same.

Relations with third parties: Offers andacceptance of gifts

A member of staff of the Group whoendeavours to have a supplier or customerenter into contract with a Group entity mustnot under any circumstances resort tocorruption, whether actively or passively.

In this spirit, no member of staff will offer orpromise any gift in any form whatsoever,other than as is customary within the Group.

In the event of doubt as to customarypractice within the Group, the member ofstaff concerned will consult theirhierarchical superiors.

Similarly, no member of staff will solicit oraccept any gift of a value exceedingcustomary practice in the Group, nor anysum of money, even in the form of a loan,


nor any other advantage2 in any formwhatsoever, or have any member of

their family or entourage solicit oraccept the same, from any external

entity which is liable to count on suchmember of staff’s influence within the

Group to favour its interests.

In any event, members of staff of theGroup shall inform their hierarchicalsuperiors of any solicitation or offers ofspecial advantages which they have beensubject to, directly or indirectly.

(2) The notion of “advantage” covers, in particular, the gratuitous provision ofreal property, moveables, voyages and advantages which may be considered,due to their value, as excessive and/or undue personal advantages, theexistence of which does not conform to the normal performance ofcontractual obligations and is liable to undermine the confidence which theemployer has in his employee.

18


3Relationsoutside theRenault Group

CODE DE DÉONTOLOGIE

19

20

COMPLIANCE WITH LAW

The Group and its members of staffmust comply with the law in all

countries where it does business.

Considering the complexity of problems,particular attention should be paid tocompetition law and antitrust, labourregulations, health and safety regulationsand environmental laws. This does nothowever exclude general vigilance withrespect to all laws.

In addition to laws in force, the protection ofthe interests of the Group requires that theprofessional ethics of the Group berespected by every member of staff.


21

ENVIRONMENT

It is a guarantee for the durabledevelopment of the enterprise for all

members of staff of the Renault Groupto take into consideration and reduce the

impact of its activity on the environment.The protection of the environment thusconstitutes, for the enterprise, afundamental principle which is applicableat all stages of its activities and concernseach member of staff.


22

FAIRNESS AND LOYALTYTOWARDS CUSTOMERS

Customer confidence in the business andproducts of the Group is one of the

primordial objectives of the enterprise.

The confidence of customers is acquired andmaintained, in particular, thanks to strictrespect for their rights, the preservation oftheir interests, and a constant concern tomake only those commitments which can berespected, and then to respect them.

FAIRNESS AND LOYALTYTOWARDS SHAREHOLDERS

The enterprise and its officers undertake toseek a balanced and honest dialogue withinvestors.

For this purpose, the enterprise willprovide quality information which issincere and true.


23

FAIRNESS AND LOYALTYTOWARDS COMMERCIAL

PARTNERS

Commercial partners must be treatedwith complete equity in all countries inwhich the group pursues its activities.

The selection of suppliers is based on theirperformance, assessed on the basis ofobjective criteria. It must be the subject ofa written, collegial procedure.

This selection will also take intoconsideration those ethical criteria whichthe suppliers apply themselves; inparticular, the enterprise will ensure thatsuppliers to not use child labour.


24

CORRUPTION ANDDISGUISED REBATES

No member of staff of the Group may,directly or indirectly, accept or require

any bribe or advantage whatsoever.

No enterprise in the Group may proposeor give any bribes or other advantages, noraccept a demand for the same.

The enterprise must not provide any rebateor kickback concerning part of the paymentfor performance of a contract to theemployees of their contracting party, norhave recourse to any other practices(subcontracting, orders, etc.) in order tomake payments to officials, employees,family relations, associates or partners oftheir contracting parties.


25

RECOURSE TO INTERMEDIARIES

Having recourse to agents, representatives,negotiators, advisers or consultants forms part

of those acts which are necessary for the propermanagement of the Group, thanks to the skillsand assistance which such parties provide.

The intervention of these intermediaries istherefore justified only in this context and providedthat they give rise to real services.

Their remuneration must be proportional to theservices provided for in the contract, and paymentmust conform to the conditions of the contractapproved in the context of the granted powers.

The enterprise shall take all steps within its powers toensure the following:

The enterprise shall take all reasonable steps in itspower in order to ensure that:

no sums paid to an agent exceed appropriateremuneration for the services provided in completelegality by said agent;

a register is kept giving the names andemployment conditions of all agents used fortransactions with public bodies or public enterprises.This register shall be made available to auditors forexamination and, where necessary, to dulyauthorised administrative and judicial authorities.


26

FINANCIAL STATEMENTSAND AUDITS

All financial transactions shall appearclearly and precisely in the appropriate

accounting ledgers, which shall be madeavailable to the Board of Directors of theenterprise or, where applicable, theaccounts and audit committee, as well asto the Statutory Auditors.

There are no “off-ledger accounts” nor anysecret accounts, and no document may beissued which does not clearly and preciselyrelate the transactions which it refers to.

The enterprise will take all necessary stepsto institute a system of independentverification of accounts, allowing it to detectany transaction which contravenes this code.Where necessary, the appropriate correctivemeasures will be taken.


27

RESPONSIBILITY ANDLIABILITY OF THE ENTERPRISE

The board of directors or any other dulyauthorised body will ensure that:

all reasonable steps are taken, includingthe establishment and maintenance ofadequate control systems, in order that nopayment may be made of any sumcontravening this code by the enterprise or onits behalf;

verifications are made periodically to ensurethat the rules of this code are complied with andthat procedures are set up in order to obtain allnecessary reports for this purpose;

appropriate action is taken against anymember of staff of the Group who infringesthis code.


POLITICAL ACTIVITIES

The members of the Group’s personnel whoundertake political activities shall do so intheir private capacity, outside the premises ofthe enterprise and outside working hours.

The Renault Group does not contribute to thefinancing of political parties.

28

ECONOMIC AND SOCIALINVOLVEMENT

The Group, in a spirit of openness andcontact with its economic and social

environment, endeavours to encourage alllocal entrepreneurial initiatives, inparticular through the training of humancapital and the creation of local employment.


code of good conduct table of contents 1...

Documents