the dsi spirit · i ask and expect each person in the dsi group to make a personal commitment to...

The DSI Spirit

EDITION 1.2

Contents

The DSI Spirit – DSI Group Code of Conduct

DSI Group Antitrust Policy and Guidance

CEO’s MessageThe DSI SpiritWhy the DSI Spirit and why is it important for all of us? Who is responsible? Who needs to comply? What does it mean for you?Getting AdviceAnnual Certificate of ComplianceThe DSI Spirit in SummaryBusiness Integrity Legal Compliance Competition Law Conflicts of Interest Gifts and Entertainment Improper Payments Corporate GovernanceEmployee Responsibility Respect for the Individual Health and SafetyProtecting the EnvironmentCustomer and Supply Chain ResponsibilitiesCommunity and Social Awareness Local Communities Political Contributions

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CEO’s MessageAntitrust Policy Antitrust Law DSI Policy ReportingGuidance on Contact with Competitors Introduction Guideline One Guideline Two Guideline Three Guideline Four Guideline Five and Six Seek Legal Advice DSI Lawyer DSI Antitrust Traffic LightPhone Numbers “Speak up”s

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Trust and integrity are essential for any business. If our customers, our shareholders, our suppliers, our business partners and our communities didn’t trust us as a company and as individuals, and didn’t trust the quality of our operations, systems and products, then we would soon be out of business.

The sure way to gain and keep people’s trust is to comply with the regulations that govern our industry, with the laws that apply in every country in which we operate, with our own policies and standards and to behave in keeping with our own and recognised industry values. Doing business competitively and aiming for excellence and leadership is essential for our success. Doing business with integrity is just as important. That is ”the DSI Spirit”.

As we look to grow the DSI business into new markets and territories, every day we face new challenges and are presented with new opportunities. In tackling these challenges and taking the opportunities we must make the right decisions and take the right actions – this doesn’t just mean we do what is right financially – it also means we do the right thing ethically and with integrity.

I ask and expect each person in the DSI Group to make a personal commitment to follow the DSI Code of Conduct/Ethics – we have called this ”the DSI Spirit”. This contains a set of policies on key integrity issues – it is there to guide all of us in upholding our ethical commitment.

All DSI employees – wherever they live and work in the world – must comply, not only with the letter of these policies, but also with their spirit. That means:

CEO’s Message

Everyone. Every day. Everywhere.

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DSI is committed to meeting the expectations of customers and consumers by conducting

its business in a sustainable way – responsibly and with integrity. We believe our activities

should generate economic benefits, create opportunities for enhanced quality of life,

respect the environment, and be a positive influence in the communities

in which we operate.

The integrity and ethics of DSI are captured in the DSI Spirit. By adhering to the

standards set out in the DSI Spirit, in each of its five sections:

� Business Integrity

� Employee Responsibility

� Protecting the Environment

�Customer and Supply Chain Responsibilities

�Community and Social Awareness

we will be helping to build a successful, world class company

that we can truly be proud of.

The DSI Spirit

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By defining minimum standards and offering examples of what those standards mean in practice, the DSI Spirit has been designed to act as a first point of reference for any situation you might find yourself in. If you are unsure about how it applies, a good starting point is to ask yourself some key questions:

� Is this activity illegal?

� Could it cause any harm or loss to you, your colleagues, the company, people doing business with us, or members of the public?

�Would you feel awkward if you had to tell your manager about it?

�Would it be embarrassing for you if your colleagues, family and friends found out about it?

�Would it be embarrassing for DSI if an account of the activity appeared in the newspapers or the news on TV?

If the answer to any of these questions is ”yes” then the DSI Spirit is almost certainly being violated. Remember that an action can just as easily be something said as something done.

If you are still not sure, then you need to get clarification. Talk to your line manager, or your local human resources contact or a DSI in-house lawyer. If you are a line manager and are unsure what advice to give one of your employees, you should raise the matter with your own manager.

Violations of the DSI Spirit are serious matters. They may result in disciplinary action being taken against those involved, including the possibility of dismissal. If the law is being broken, criminal charges could be brought, and you may well be fined personally.

Who is responsible?The DSI Board of Directors has overall responsibility for the DSI Spirit, and, each year, the Head of Legal and the CFO will make a report to the Board on the operation and its effectiveness worldwide.

Within each Business Unit, the Regional Business CEO with the support of his executive team and the Head of Legal is responsible for introducing the DSI Spirit and for ensuring compliance.

Who needs to comply?We all do – the DSI Spirit applies to all DSI employees worldwide, including those employees working in each of DSI’s businesses and subsidiaries, businesses in which DSI holds a controlling interest, and all individual contractors working full-time for DSI.

We also expect our business partners and all third parties acting for DSI, or in the name of DSI, to be familiar with and to comply with the DSI Spirit.

What does it mean for you?We appreciate that not every section will apply to everyone in his/her current job. However, it is essential that you have an awareness of the whole DSI Spirit, and that you thoroughly understand all the sections that apply to you personally.

Why the DSI Spiritand why is it important for all of us?

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Getting Advice

No one expects you to be an expert on all laws and regulations. DSI wants you to be aware of the issues raised in the DSI Spirit, and to take the initiative to get advice and to report potential violations of law and the DSI Spirit.

If you have reason to believe the DSI Spirit is being violated, or is about to be, it is essential that you bring the matter to the attention of your line manager, or any senior manager, immediately. If you feel you are unable to do this, you can use our confidential ‘whistleblowing’ Speak Up phone line or web based service.

Don’t feel embarrassed about speaking up. Even if it turns out that you were mistaken about your suspicions, you will not be penalized for raising concerns if you were acting in good faith. It is a matter of policy for DSI to support open and fair discussion of issues and worries. And remember, by highlighting a possible breach of the DSI Spirit at the earliest opportunity, you might very well be preventing the escalation of a less serious matter into a very serious one – helping the people involved.

There will be no retaliation or consequences for asking advice or making an honest report.

Remember to “Speak Up”

Contact details for “Speak Up “ (phone numbers and web addresses are available separately)

Remember to “Speak Up”

Contact details for “Speak Up “(phone numbers on page 50 of this brochure)

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Certain senior employees will be required at the end of each year to sign an Annual Certificate of Compliance stating that they have read the DSI Spirit and have taken steps to ensure that they, their direct reports and the parts of the business they are responsible for have conducted business responsibly, and in compliance with laws and regulations and the DSI Spirit.

Certificate of ComplianceAnnual

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Don’t break the lawThis is a minimum requirement expected of every DSI employee in every country in which we operate. There are no exceptions.

Don’t compromise your integrityNever exploit your position at DSI to obtain a benefit or advantage for yourself, your family or your friends.

Be careful with giftsNever offer, or accept, gifts or entertainment of a value that might be thought by others to influence the recipient’s business judgement.

Never bribe or be bribedWhether offered or received, any form of unauthorised payment – in cash or in kind – intended to win improper advantage is strictly prohibited and may well be illegal.

Don’t intentionally misleadNever try to falsify any records, financial or otherwise.

Respect your colleaguesAny form of discrimination on the basis of an individual’s race, colour, religion, gender, age, marital status, sexual orientation or disability is fundamentally unacceptable, as is any form of bullying or harassment.

Keep everybody safeHealth and safety regulations and procedures are designed to protect you and your colleagues. Follow them at all times.

Protect the planetTake every opportunity to put environmental stewardship into practice – protect the environment, conserve energy and eliminate waste.

Respect our business relationshipsAlways treat our customers and suppliers fairly.

Be a good neighbourGet involved and build long term relationships with our local communities.

If in doubt, askIf you are unsure about a particular application of the DSI Spirit, or you believe it is being violated, talk to your line manager, or your local human resources contact or a DSI in-house lawyer. If there is a reason why you can’t do that, use the Speak Up phone line or web based service.

The DSI Spiritin Summary

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Business Integrity

Integrity is a general term for living by a set of values or beliefs. Business integrity, for a DSI employee, means fulfilling your responsibilities in accordance with the values embodied in the DSI Spirit. It means that you are accountable for your own actions and for the effect they have on the company, your colleagues, our customers and suppliers, and the wider community.

Business integrity has implications in a number of different areas.

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� Juan Pablo is aware that the local laws governing equipment inspection at his site are in the process of being revised. As things stand, DSI will be in breach of these new laws if he doesn’t revise his inspection procedures. However, he feels sure that the laws won’t be enforced and, anyway, he is convinced that the current procedures are entirely safe. There is also the important matter of the additional downtime that complying with the new laws will cause. But Juan Pablo also knows that he has no choice but to comply.

� Annabelle is delighted that the new product line she is responsible for is proving so successful. However, in order to meet the demand, the production staff are working overtime in excess of the legal limit. The staff are not complaining, they welcome the extra money they are making, and hiring additional permanent staff could prove costly if demand is not maintained. However, even though the staff won’t like it, she has to do something to reduce the amount of overtime they are working, and comply with the legal limit.

� Peter is visiting a potential new supplier of steel products based in China. The prices being offered by the supplier are 40 % cheaper than equivalent products we buy today. However, Peter notices that a lot of the workers in the factory look under age. He questions the managing director of the supplier who confirms that they do use child labour for some jobs as it ”keeps the costs low”. Peter walks away from the deal and informs the authorities.

Legal Compliance – Scenarios

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It is DSI policy to fully comply with all laws and regulations

that relate to its activities in every country in which we operate. It is your

personal responsibility as a DSI employee to make sure that you are aware of, and abide

by, those laws and regulations that apply to your job. This fundamental principle applies even in situations where

particular laws are not actively enforced.

We recognise, of course, that legal systems are often highly complex and change over time. For example, ensuring ongoing compliance with employment and labour laws and laws relating to intellectual property, protection of the environment and the importation of products can be particularly difficult. If you are at all unsure how the law applies to you in your job, you should ask for advice from your line manager, a DSI in-house lawyer, or another internal or external knowledgeable professional.

Legal Compliance

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� Loretta is attending a trade association meeting. Between sessions, she is approached by a counterpart from a DSI competitor. He suggests that they have a chat about pricing policy and invites her to a drinks party to which he has also invited a number of people from other competitor companies. Loretta declines the offer. She also informs her manager who confirms that it would have been very unwise of her to attend. A social chat may well be illegal if competitors talk about prices and markets.

� Hui has conducted a feasibility study which indicates that there would be a number of financial advantages if output were reduced from his manufacturing facility and the products bought from a DSI competitor instead. He would like to discuss the idea with the competitor but first consults a DSI in-house lawyer, who advises him on what is achievable within the constraints of applicable competition law.

�One of Jean Paul’s neighbours works for a company that is both a competitor and a customer of DSI. When Jean Paul and his neighbour meet at a party, the conversation turns to business. The neighbour mentions that deliveries from DSI have become a bit unreliable in recent months. This is becoming a problem, since he has almost run out of inventory on several occasions. He goes on to ask Jean Paul how he sees the market generally and whether DSI is forecasting the current rapid growth to continue. Jean Paul realises that he has to be careful. He notes his neighbour’s concerns about DSI’s supply performance and offers to report the problem to the appropriate people. But he then changes the subject quickly and reports the conversation to his in-house lawyer.

Competition Law – Scenarios

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Virtually all countries now have competition laws, sometimes known as anti-trust or anti-monopoly laws, to prevent interference with a competitive market. DSI, which supports the principle of free enterprise and the competitive market system, complies fully with these laws even in areas where they are not enforced.

Penalties for non-compliance are severe both for the company and individuals and all employees who deal with customers, suppliers or competitors must understand the issues and be aware of the potential risks involved.

DSI has a policy of total compliance with competition laws (see the DSI Group Antitrust Policy and Guidance on page 36 which forms part of the DSI Spirit).

Competition Law

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� Sam has regularly used a local property maintenance firm, Rapid Repairs, to carry out work at the DSI site for which he is responsible. Chatting to his contact at Rapid Repairs one day, Sam casually mentions that he needs to do some work on his own house. His contact offers to do it for him at a discounted rate. Sam immediately sees the potential conflict of interest and rather regrets having mentioned it at all.

� Vaishali is asked to arrange a caterer for an event her boss is organising. When Vaishali’s brother-in-law hears of this, he asks if he can put in a quote for the job. Vaishali has to decide whether to tell her brother-in-law that she can’t accept his quote, or to tell her boss that because of a conflict of interest she has to withdraw from choosing the supplier.

� Dan is regularly called on by friends, and friends of friends, to help them solve their domestic IT problems. Word gets around and Dan is approached by a DSI supplier, who asks if he would be interested in earning some extra money. The supplier is about to install a new computer system and wants Dan’s help. Even though it is work that he could do in his spare time, Dan is concerned that there may be a conflict of interest in doing paid-for work for a supplier. Before doing anything, Dan checks with his line manager.

Conflicts of Interest – Scenarios

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Anything you do which benefits you, your family or your friends at the expense of the company is a conflict of interest. Even if you don’t actually benefit but it appears as though you might, there is still a potential conflict of interest. And any conflict of interest, actual or potential, compromises your integrity.

Conflicts of interest can arise in many different ways. For example, using your position within the company to give advantage to another person or another organisation would be a conflict of interest. If a member of your family works for DSI and you have managerial responsibility for that person, you must seek guidance from your own line manager. Working for a customer, supplier, distributor or competitor of DSI would also be a conflict of interest. As would having a financial interest in such a company – although it is generally acceptable to have an investment in a business provided that your ownership doesn’t give you any management influence or control.

Conflicts of Interest

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� Zoë has worked hard all year coordinating the work being done by two DSI suppliers. As Christmas approaches, she is delighted to receive a bottle of wine from one of them but is somewhat embarrassed to receive a case of champagne from the other. She talks to her manager and then suggests to the second supplier that the case might be given as a prize in a charity raffle.

� Karl has been heavily involved in a marketing project with an external consultancy. By way of thanking him, the consultancy offers to take him to an international football match, all flights and hotel bills paid for. It seems like too good an opportunity to miss but Karl realises that he must not accept the invitation.

� Vanessa wants to show her appreciation to an external lawyer who has been helping her to prepare a tribunal case that DSI is about to defend. The lawyer has had to give up some of his holiday to ensure that DSI is fully prepared for the case. Vanessa decides to invite the lawyer and his partner out to dinner, which she is sure would be acceptable. Just to make sure, she checks with her line manager.

Gifts and Entertainment – Scenarios

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The giving and receiving of gifts, along with entertaining and being entertained are accepted practices in many parts of the world when negotiating or conducting business with third parties. However, if the gifts become too large or the entertaining too elaborate, this can affect – or be perceived to affect – business judgement. It can also create expectations of special treatment.

Activities of this kind need to be carefully considered, and the following guidelines should always be followed:

Gifts and Entertainment

� Reasonable business-related entertaining (e.g. dining or attendance at sporting and cultural events) is acceptable where it is customary practice and in the best interests of DSI. You should talk to your line manager to determine what ’reasonable’ means in particular situations.

�Gifts may be acceptable when they are appropriate to the business relationship involved. Guidance should be taken from your line manager if in any doubt about the size/value of a gift.

� As a general rule, cash gifts must never be offered or accepted. The only exception would be in those countries where it is customary to give token amounts on ceremonial or festive occasions and when DSI would cause offence by not making such a gift. Even in these situations, approval must be obtained from a senior manager.

�Gifts should not be sent to, or received at, an individual’s home address except when it is a social custom (e.g. flowers for births, weddings, sickness or bereavement).

� No gifts or entertainment should ever be offered to a politician, political official, government employee, or a member or employee of a regulatory body without approval from a senior manager.

� In situations where it would be inappropriate to accept a gift but refusing it might cause offence to the giver, it may be acceptable to donate the gift to charity, but only if this is approved in advance by your line manager.

� If you are ever offered, or asked to give, any gift or entertainment that is in breach of these guidelines, you must inform your line manager.

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� Ashok is preparing a legal case for DSI, but he has doubts about the impartiality of the legal system in the country in which the case is to be heard. His doubts are confirmed when he hears that the case has been assigned to a judge who is related to the Managing Director of the company that DSI is in litigation with. His local lawyers inform him that a payment of US $ 10,000 would ensure the transfer of the case to a neutral judge. Even though the case could potentially cost DSI hundreds of thousands of dollars, and there is corruption in the legal system anyway, Ashok knows there is only one response he can give to the lawyers – no.

�Global Mining has been a DSI customer for many years. But Helen, the DSI account manager for Global Mining, is concerned that they may not renew their contract this year. She knows that the President of Global Mining is the governor of a local school. She also knows that her office has a large number of surplus computers. She contemplates donating the computers to the school but then realises that this could be considered a bribe. She seeks advice from her line manager.

�Miguel is part of a team responsible for building a site extension that requires a local building permit. Despite filling in all the necessary paperwork, the permit has still not been issued. A local official contacts Miguel and indicates that the permit could be issued straight away in return for what he calls a ’speed’ fee payable to him personally. Miguel knows this is against the DSI Code and declines.

Improper Payments – Scenarios

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Bribery is illegal in most countries, and can lead to personal criminal prosecution and fines.

Neither DSI or our employees, representatives and agents (those authorised to act on DSI’s behalf), shall directly or indirectly:

� Pay any bribes or kickbacks, in cash or in kind, in order to obtain or retain a business or other improper advantage. ”Other improper advantage” refers to something to which the company concerned was not entitled, such as a permit for a factory which fails to meet the applicable statutory requirements.

�Make any facilitation payments.

DSI prohibits facilitation payments. Facilitation payments are generally defined as small payments made to secure or expedite the performance by a low-level official of a routine or necessary action to which the person making the payment has legal or other entitlement. Even in countries where they are not prohibited by law, employees should not pay them. Where there is any doubt, advice must be sought from a DSI in-house lawyer.

Improper Payments

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� Having been involved in compiling sales figures, Thomas suspects that his boss has reported higher figures than the actual sales for the period. He knows that his boss is under pressure to meet his targets. Thomas is in a difficult position, but he has to do something. He could talk to his boss. Maybe it was an honest mistake. Or he could approach a senior manager with his concerns. The other option he has is to use the Speak Up phone line or web based service.

� Sun Lee is keen to purchase some new equipment but the cost of the purchase just exceeds her delegated spending authority. It occurs to her that she could make the purchase by splitting it into two parts, each of which she could sign off. However, this would be a clear breach of accounting controls and completely unacceptable.

� Tatsuya is responsible for processing expense claims from a number of different managers. Whilst analysing a pile of receipts from one manager’s recent business trip, he notices that a number of them appear to relate to personal expenses incurred by the manager’s wife. Tatsuya raises the matter with his own boss who tells him that he will take the matter up with the manager concerned.

Corporate Governance – Scenarios

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Without exception, DSI will not engage in, or assist, any activity that is fraudulent or designed to mislead.

To guard against such activities, we have a policy of full compliance with accepted accounting rules and procedures at all times. No undisclosed or unrecorded account, fund or asset may be established or maintained.No false or misleading invoices can be issued or paid. Any information you are asked to provide to auditors, and other such professionals must be accurate, complete and truthful.

Even if you are not directly involved in communicating with external professionals, any record keeping you undertake – financial or otherwise – may be incorporated in any number of different reports. So, every DSI employee has a role to play in maintaining the highest standards of record keeping and corporate governance.

Corporate Governance

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There are two dimensions to Employee Responsibility – the responsibility DSI has towards each employee, and the responsibility that each employee has to DSI. These two dimensions are inter-related. The company can’t do its best for you if you don’t do your best for the company.

� Torsten is a member of an interview panel. One of his colleagues on the panel tells Torsten that he suspects the leading candidate for the job is gay. Torsten wastes no time in making it quite clear to his colleague that the candidate’s sexual preference is of no consequence whatsoever.

�One of Fran’s colleagues confides that her boss is harassing her. She is finding it increasingly difficult to concentrate at work and to sleep at night. Fran offers to speak to someone on her behalf but her colleague is adamant that she shouldn’t. She tells Fran that she is worried the situation might get worse. Despite her colleague’s concerns, Fran knows that she must do something and decides to have a confidential talk with her human resources manager.

Employee

Respect for the Individual – Scenarios

Responsibility

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Our vision for the future is based on inspiring and developing the talents of every DSI employee. To that end, it is our firm commitment to treat all individuals, in all aspects of employment, solely on the basis of ability – regardless of race, religion, colour, age, disability, gender, marital status or sexual orientation. At the same time, we expect all employees to show the same level of respect to each other. Harassment, bullying, violence and abuse of any kind will not be tolerated.

Respect for the Individual

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� Sergio is expecting an urgent call from a customer. An unexpected business meeting requires him to make a two-hour car journey. He explains the problem to his boss, who tells Sergio to take his mobile phone with him so he can deal with the call the instant it comes through. When the call arrives, Sergio is driving. He allows his phone to take the incoming message and waits until he can stop the car safely before talking to the customer.

� Rick overhears a colleague threatening another employee. The employee in question has previously made himself very unpopular and some people take the view that he needs to be taught a lesson. But Rick immediately reports the incident to his line manager. Whatever the provocation, violence or the threat of violence is never acceptable.

� Kyong Soo works in a DSI factory in which the use of special cutting tools is required to open packaging. Having lost his tool, Kyong Soo uses an old knife. The knife slips and Kyong Soo cuts his finger badly. Worried that he will face disciplinary action for not following the proper procedure, he decides to wait to treat his finger until he gets home. But a colleague points out the importance of getting prompt treatment and reporting all injuries, and persuades Kyong Soo to do the right thing.

Health and Safety – Scenarios

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There should be no compromise in our commitment to ensuring a healthy environment and safe working facilities for all of our employees in every country in which we operate. But for our commitment to be effective, it is essential that you play your part by observing the rules and procedures established for your particular DSI site and any job site at which we work.

Health and Safety

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Protecting

�Martin is responsible for completing monitoring reports that are to be submitted to a government agency. When it comes to light that in one area a limitation has been exceeded, a colleague suggests that he alter the data. Martin points out that doing so would not only be in breach of the DSI Spirit, it would also be illegal and, on top of that, it would hinder, not help, DSI’s drive for ever increasing standards of environmental stewardship.

� Kanitta notices that one of her colleagues regularly throws his paper waste into the general waste bins rather than the recycle bin. When she asks him about this, he admits that he can’t be bothered to get up from his desk to go over to the recycle bin. Kanitta persuades him to collect the paper and visit the bin once a day!

Protecting the Environment – Scenarios

the Environment

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All DSI employees should be looking to take steps to maximise process efficiency and minimise our use of raw materials; reduce the amount we landfill, maintain the biodiversity on our sites and cut back on the release of greenhouse gases, ozone depletors and hazardous substances. You should be aware of and follow the environmental protection procedures in your workplace.

Protecting the Environment

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Customer

� David has located a low cost supplier which offers good quality products, and reliable delivery at much lower prices. However, he is uncomfortable with the working conditions on the supplier’s site. David raises the issue with DSI management and it is decided to make it a condition of the supply contract that the supplier will improve standards before DSI will order products.

� Cees is managing the tender process for the supply of logistics to his site and has issued a request for quotation to five different suppliers. One of the suppliers contacts him to ask for a more detailed breakdown of historic shipments as this will help him to better prepare his response. Having checked the data to make sure that he is not revealing any confidential information about DSI’s customers or products, Cees provides the supplier with the information. However, he recognises that he is potentially giving this particular supplier an unfair advantage. So he also forwards the same information to the other four potential suppliers.

� Thelma is responsible for managing a long-standing relationship with a global customer, who purchases a product that can be manufactured at various DSI sites across the world. However, when the customer originally contracted to buy from DSI, the product was only manufactured in France and the customer has always been supplied from this source. The French plant is due to stop production for a short period of time to allow maintenance to take place. Thelma does not want to cause her customer any unnecessary concern and knows that she can maintain supplies with product manufactured in Brazil. Even though the customer would be unaware that the product was not manufactured in France, she realises that she has a duty to keep her customer informed of the change and duly does so.

Customers and Suppliers – Scenarios

and Supply Chain Responsibilities

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DSI is committed to dealing fairly and ethically with all of its customers and suppliers.

Customers and Suppliers

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DSI aims to operate as a responsible corporate citizen within local, national and international communities.

� Steve’s boss is representing DSI in a local community dialogue about the company’s plans to build a plant extension. The community is concerned about the possibility of increased noise levels from the new operation. But Steve’s boss has been telling residents, based on data provided by external consultants, that there should be no increase in noise. Just prior to another community meeting, Steve is informed by the consultants that new data contradicts their earlier findings. Steve’s boss, on being told about this, decides not to share the new information as this might affect the chances of gaining permission for the extension. Steve politely points out to his boss that it is DSI policy to openly and honestly discuss issues of common interest with the local community. But his boss refuses to change his mind. Steve feels he has no choice but to talk to a senior manager or use Speak Up phone line or web based service.

�Marion is approached by a neighbour who asks if their elected Neighbourhood Safety Committee might be allowed to hold their public meetings in the site canteen several evenings each year. It is the only space in the neighbourhood large enough for the purpose. Marion agrees to ask the site manager for permission, but she is nervous about making the request because it is not work-related. To her delight, her manager agrees to allow the group to use the canteen for the meetings and asks her if the Committee might be looking for other support from the site. He explains that DSI is part of the neighbourhood too, with a shared interest in keeping it safe.

Community

Local Communities – Scenarios

and Social Awareness

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At a local level, DSI is committed to being a role model and building long term partnerships within the communities in which we operate.

Local Communities

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� John is the DSI representative in a locality where elections are due to take place in a few months. He is invited to a dinner being hosted by one of the prospective candidates for office. The tickets are US $ 2000 per head. It would be a good opportunity for DSI to raise its profile in the area, but John declines. It is clear from the price of the tickets that the event is a fundraising occasion.

� Tracey is invited by a government official to a dinner which is described to her as being part of an Industry Consultation programme. After talking to her line manager, she accepts the invitation. Cooperating with a governmental consultation process is not the same as engaging in political activity.

Political Contributions – Scenarios

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It is DSI policy not to participate, as a company, in political fundraising activities. Nor do we make donations to political parties or contributions to political campaigns.

Political Contributions

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This document sets out our policy of free and fair competition and offers guidance on compliance and implementation

DSI Group Antitrust Policyand Guidance


Dear Colleague

DSI is committed to the principles of free and fair competition.

It is the responsibility of each relevant employee of DSI to ensure they comply with all applicable antitrust law and regulations.

Accordingly, I would ask you to familiarize yourselves with the contents of this policy and guidance to ensure you fully understand your responsibilities in this sensitive area.

Within DSI we all strive to work to the highest professional and ethical standards. I am confident that the policy and guidance will prove to be useful tools to assist us all to continue to meet these goals.

DSI Group Chief Executive Officer’s Message

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DSI GroupAntitrust Policy

Antitrust laws seek to promote the proper functioning of free markets by preventing restriction of competition by or between business undertakings. They apply to everyone – to DSI, and also to our competitors, customers and suppliers. Virtually all countries now have antitrust laws and regulators are making ever greater use of their powers to detect and punish breaches. The consequences of non-compliance with antitrust laws are becoming increasingly severe for businesses and individuals – these can involve criminal penalties such as imprisonment and fines, civil liability for damages and the incurring of substantial defence costs, as well as serious damage to a company’s or individual’s reputation.

DSI is committed to the principles of free and fair competition. DSI´s policy is to complete vigorously and effectively while always complying with the applicable antitrust laws and regulations in all countries in which it operates. Compliance with this policy is a matter of the highest priority for DSI.

Antitrust laws are also called competition laws in some countries – we use the term ”antitrust” in this policy.

Antitrust Law

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It is DSI policy to encourage a climate where employees know that they will be supported if they report suspicious or questionable activity. Employees are encouraged to report illegal, unethical or improper conduct in their workplace to the legal team, or line or HR management. If DSI employees do not feel they can speak to management for any reason they may use the ”Speak Up” programme, which is a confidential telephone or web based reporting service enabling problems or concerns to be reported. The Head of Legal must be advised immediately of any breaches or possible or suspected breaches of antitrust law in any part of the DSI Group. If a serious breach or suspected or possible serious breach of antitrust law is reported or comes to light, the Head of Legal will consult with the relevant business unit and will advise on the process for investigation of the issue and the appropriate internal and external resources to be involved. The Head of Legal shall report any serious breach of antitrust law to the Chief Executive Officer as soon as it is notified to him. DSI Board of Directors will be advised on an annual basis on the operation of this policy and immediately in the case of any serious breach of antitrust law.

This policy will be supported by the Annual Certificate of Compliance process under which senior management within each DSI business are required to confirm that they are satisfied that this policy is being complied with in their business.

Each DSI officer and employee has the individual responsibility to comply fully with this policy. Failure to comply with applicable antitrust laws and regulations could have serious consequences both for DSI and for the officer or employee who commits a violation may be subject to severe disciplinary action, up to and including dismissal.

It is DSI policy that the Group will not tolerate any breaches of antitrust law. Preventing breaches of antitrust law must be based on an effective Group-wide culture in which each relevant employee is responsible for ensuring that he or she:

� is familiar with the fundamental principles of antitrust law;

� can identify situations where antitrust issues may arise;

� appreciates the personal and corporate consequences of non-compliance with antitrust law; and

� is personally committed to achieving full compliance.

DSI employees need to understand that if they have any questions or concerns relating to antitrust law or if they are in any doubt as to whether or not it may apply in a given situation, they must seek advice from their manager or a member of the legal team, without delay. The best way to avoid problems is by understanding and demonstrably complying with antitrust law. Claims of ignorance, good intentions or failure to seek timely legal advice will not be regarded as any excuse.

DSI Policy Reporting

39


In this booklet:

Antitrust laws refers to the laws and regulations prohibiting anti competitive practices among businesses; the terms competition laws and trade practices laws are often used interchangeably with the term.

DSI lawyer means one of the DSI lawyers named at the end of this booklet.

Commercially sensitive information means any fact which is not publicly known, including information which is shortly to be made public. It covers, in particular, information relating to prices (including list prices, any elements of prices, discounts, rebates or an intention to change prices), contract negotiations, capacity, production, costs, commercial strategies or plans, intentions to bid or not to bid, market share or customers.

Competitor means a company which offers (or is capable of offering) the same or similar products or services to those offered by DSI. It includes any venture in which DSI has an interest but does not solely control output or marketing decisions. Traders, customers and agents may all also be competitors in certain circumstances. If there is any doubt as to the status of a particular entity, it should be treated as a competitor while further guidance is sought from an appropriate lawyer.

Guidance on Contact

Improper contact with competitors may result in allegations of anticompetitive behavior, exposing DSI and individuals to the risk of severe penalties and damage to reputation. The guidelines set out below are designed to assist DSI´s directors, officers and employees.

In assessing the law applicable to a particular action, you should keep in mind that an action taken in one country which has an effect on trade or commerce in another jurisdiction must comply with the antitrust laws of both countries.

with Competitors

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DSI makes decisions as to its commercial strategy independently and must be seen to be doing so.

This underlying principle should be borne in mind in interpreting and applying each of the DSI guidelines

outlined below.

As with all guidelines, these are designed with standard situations in mind and

cannot cover all possible commercial and factual scenarios. If you are in any

doubt as to whether or not conduct would fall within the scope of this

guidance, please contact a DSI lawyer.

Introduction

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1DSI Group Antitrust Policy and Guidance

A

B

C

Guideline OneInformation sharing

Except as specially permitted elsewhere in this guidance, you must not disclose, seek from or exchange with competitors any commercially sensitive information relating to DSI or any competitor of DSI. While it is not the purpose of this guidance to set out an exhaustive list of forbidden activities, price fixing, bid/offer rigging and market allocation are among the most serious. Accordingly, under no circumstances whatsoever may you discuss or agree prices, discounts, trade terms, customers, bids/offers, projects or markets with competitors. Price fixing includes price signalling and, because this is an offence which is not always immediately apparent, it is strongly recommended that anyone intending to make any public pronouncement on future prices first contact an appropriate lawyer for advice. In the event that any commercially sensitive information is volunteered in a meeting involving a competitor, you must interrupt to point out that DSI Policy is never to discuss commercial matters with competitors and thereby bring the conversation to an end. All such instances must be reported to an appropriate lawyer.

In the context of a bid process, you must not discuss any bids, whether planned or made or DSI´s intentions in relation to any such bids. Equally you must not discuss or agree with any competitor the submission of specific bids. If a joint bid/offer is planned, it should be first discussed with a DSI lawyer.

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Guideline TwoContact with competitors

In all cases where you come into contact with representatives of competitors, you must not disclose to, or receive from them commercially sensitive information under any circumstances.

Contacts with competitors should be kept to a minimum. As a general rule, meetings with competitors should be limited to:

formal meetings (such as shareholder and board meetings) with respect to joint venture interests, and

participation in formal trade association meetings in accordance with Guideline Four below.

Where there is genuine need to make direct contact with a competitor outside such meetings (for example, to discuss a common and non commercially sensitive issue such as the introduction of a new industry wide law or regulation or a joint bid on a project) you must first discuss the need for such contact with a DSI lawyer.

In every case, you must ensure that a comprehensive agenda is agreed on and exchanged among all attendees prior to the meeting that only the appropriate people attend and that discussion at the meeting is strictly limited to the agenda items. Any such meeting should be minuted and minutes circulated to all the attendees.

Social gatherings and other non business meetings with or involving competitors should be kept to a minimum. When engaged in such gatherings or meetings, you should keep in mind at all times that this guidance and, in particular, Guideline two apply with equal force outside the context of the formal meetings referred to above.

For example, where there is a pre-existing social relationship between you and the employee of a competitor you should be aware that simply because conversations are conducted on a casual or social basis, this does not reduce the risks if commercially sensitive information is disclosed.

In the event of unplanned contact with competitors, for example at an airport lounge or hotel lobby or whilst participating at industry conferences, you must always be alert to the tension which exists between not wishing to cause offence and the fact that competition authorities may well infer that the occasion was used to exchange commercially sensitive information. The easiest way to avoid a negative inference of this type is to avoid any unnecessary contact with competitors. If a competitor discloses or discusses commercially sensitive information, you should follow Guideline One (B) above.

Remember that it is not only direct contact with competitors that may give rise to antitrust risks. Such risks may arise in the context of mergers and acquisitions and/or procurement.

You should also be aware that using a trade publication or journalist as an indirect means of passing to competitors commercially sensitive information may also be a breach of applicable antitrust laws.

A

B

B1

B2

F

C

D

G

H

E

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Guideline ThreeJoint ventures

DSI is involved in several joint ventures. Employees must be aware that joint ventures between actual or potential competitors can raise antitrust sensitivities and must strictly adhere to the rules and procedural safeguards set out in Guidelines One and Two.

Efficient and effective management of these interests, however, inevitably requires the attendance of DSI staff at formal and informal meetings with representatives of those competitors. It is imperative, therefore, that for all such meetings, an agenda is agreed before the meeting, that only the appropriate people attend and that discussion at the meeting is strictly limited to the agenda items. Any such meeting should be recorded and the minutes (or file note) circulated to all the attendees. In no circumstances may you participate in meetings at which commercially sensitive information unrelated to the joint venture in question is discussed.

In particular, DSI employees involved in a joint venture with an actual or potential competitor must not:

Discuss or exchange commercially sensitive data regarding the other business operations of DSI or its respective joint venture partners.

Share with joint venture partners any internal information regarding prices, production, capacity, sales volume or any other information that does not relate to the specific venture.

A

B

C

C1

C2

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Guideline Four Industry meetings

DSI employees may participate in formal trade and industry associations meetings and events. Meetings of industry groups, associations and institutions must not, however, be used as a means of communicating commercially sensitive information. You should be aware that antitrust regulators show particular vigilance towards trade association meetings because of the number of companies, represented at such meetings. There have been instances in many industries where trade associations have served as a forum for anticompetitive conduct. In order to minimize the risk of censure, you must take the following precautions:

DSI employees should encourage the trade association to appoint its own antitrust lawyer with responsibility for reviewing and approving the proposed agenda prior to each meeting and attending each meeting to ensure antitrust compliance. Where an association or institution has antitrust compliance guidelines in place, steps must be taken to comply with these guidelines.

The points for discussion at such meetings must be set out in a formal agenda. Discussions must be limited to the points set out in the agenda and the meetings must be minuted.

Such meetings must not be used as a forum for the sharing of commercially sensitive information.

Information on annual sales or average prices provided to a trade association or other industry meeting must be limited to historical data (generally data which is at least 12 months old). This information must be collated and aggregated by an independent secretariat pursuant to a strict, written, confidentiality agreement and must only be distributed to participants on an aggregated industry wide basis so that individual companies´sales and prices cannot be identified. Any practice not fully in line with this Guideline Four must be referred to a DSI lawyer.

Even where a trade association takes these precautions, you must be vigilant to ensure that you also comply with the terms of this guidance.

In the event that a meeting strays into a discussion of commercially sensitive information, you must interrupt to point out that DSI´s policy is never to discuss such matters with competitors, or be present in the event that others engage in such discussions, and thereby bring the conversation on that item to an end. If the discussion persists, you must immediately withdraw from the meetings, where possible ensuring that your objection and departure have been minuted. In all cases, report the matter to a DSI lawyer.

Social events at theses meetings are subject to the same rules as mentioned in Guideline Two, above.

A

B

C

A1

A2

A3

A4

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5

6


Guideline Five Benchmarking

Technical or other benchmarking exercises, carried out between competitors or potential competitors to evaluate best practices can raise serious antitrust issues. In view of the risks associated with these activities, all such proposed exercises must first be submitted for approval to a DSI lawyer.

Guideline SixTransaction with competitors

You may from time to time need to discuss the sale of products to, or the purchase of products from, a competitor. If you do so, any information discussed or exchanged must relate only to the transaction in question and be limited to that which is legitimately required to facilitate the transaction. Under no circumstances may you discuss or exchange other commercially sensitive information.

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Seek Legal AdviceWe have kept this Guidance brief and therefore realize that it cannot cover all possible situations and that, accordingly, there may be occasions where you are uncertain as to the appropriate course of action. In these cases, legal advice must be sought from a DSI lawyer as quickly as possible, prior to proceeding with relevant conduct.

Please bear in mind that, in certain countries, written communications with in house lawyers may not attract legal professional privilege and are therefore liable to discovery in the event of an investigation.

In order to discuss sensitive issues, therefore, it is recommended that advice be sought first by telephone and not by E-mail.

DSI LawyersScott Thorn-Davis +44-78-81 55 17 14 (General Counsel/Head of Legal) [email protected]

Oliver Gandy +49-89-30 90 50-250 [email protected] Christiane Reikow +49-89-30 90 50-243 [email protected]

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DSI Antitrust Traffic Light

DSI Group Antitrust Law Compliance Policy:DSI will not accept any breach of antitrust law

Antitrust law

Communications

Poor use of language can cause regula-tors and enforcement agencies to think you are in breach of antitrust law even when you are not. Any written com-munication, including email, constitutes a permanent record and may be read by others. In all communications, you must take care to avoid creating an incorrect impression or suspicion that you are breaching antitrust law.

do not:

n Use language which could give a misleading Impression of improper or unlawful behavior (eg. ”destroy after reading”).

n Exaggerate when discussing your market shares.

n Refer to competition as a problem to be prevented.

n Use ambiguous language.

n Write anything in an email that you could not later justify to your line manager or an enforcement agency.

do:

n Use standard forms and contracts whenever you can.

n Seek legal advice for any important document.

n Seek legal advice on all communications with any antitrust authority or enforcement agency.

n Make a file note explaining anything which might be viewed as suspicious (e.g. source of information on a competitor).

n Keep written communication with lawyers in a separate file marked ”privileged legal advice”.

n Make sure you and those reporting to you are up-to-date with their antitrust training in accordance with the DSI Group Antitrust Policy.

Competition means two or more people or companies acting independently to secure the business of a third party. Antitrust law promotes free markets by preventing restrictions of competition, whether by a single business or between a group of businesses.

The consequences of breaching antitrust law are severe and include heavy fines, civil liability for damages, and damages to reputation. For individuals they can also include disciplinary action including dismissal and prison.

You must be familiar with the basic antitrust rules and able to identify situ-ations where antitrust law issues could arise. If in doubt, seek advice from your manager or a member of the DSI legal function without delay.

You should report anti-competitive conduct in your workplace to line or HR management, a member of the legal function, or through the Speak Up, confi-dential telephone or web based reporting service.

Due to the complexity of antitrust laws we have prepared the Antitrust „Traffic Light“ which is included below and on the following page. This is intended to do 2 things:Firstly to offer advice on communications and secondly to offer guidance on proposed business actions which likely breach antitrust laws, where legal advice is needed and where there should no problem arise.

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DSI Antitrust Traffic LightDSI Antitrust Traffic Light

prohibited seek legal advice permittedCompetitors

Be very careful in contact with compet-itors. If in doubt, take legal advice. Refuse, report and document any approach from a compet-itor which gives grounds for concern. Leave any trade association meeting immediately if prohibited matters are discussed and insist that your departure is minuted. Inform the Legal Depart-ment of the incident without delay.

You must not: n Agree not to compete.

n Fix prices.

n Limit, control or share markets.

n Agree to limit production or supply.

n Agree not to supply certain customers.

n Agree to rig bids/offers.

n Fix any other commercial terms and conditions.

n Discuss any aspect of pricing-discounts, margins, rebates, credit terms, customer quotes.

n Exchange commercially sensitive information other than through a legally approved scheme.

n Reach any ”understanding” in relation to any of the above.

n Meet with more than one competitor except for lawful purpose within a legitimate approved trade association.

Seek legal advice before you: n Participate in or provide information

to a trade association.

n Accept invitations outside normal business contact.

n Enter into any significant purchase or supply agreements.

n Enter into any distribution or licensing agreement.

n Enter into joint ventures (production, marketing, R&D).

n Participate in any form of information exchange, benchmarking or standard setting.

You can: n Compete strongly.

n Discuss general industry-wide matters provided that no commercially or company-sensitive information is disclosed.

n Research your competitors through public sources and information volunteered to you (but make a note of the source).

Customers and/or Suppliers

You must not: n Fix the price at or above which

your customers can re-sell.

n Prevent distributors from accepting orders from outside their territory/ customer group.

n Impose export bans.

Seek legal advice before you: � Enter into an exclusive supply or purchase agreement.

� Enter into a product swap agreement.

� Make any public announcement about prices or costs.

� Link the supply of one product to the supply of a different product.

� Agree ”meet or release” clauses with customers.

� Require customers to take a minimum quantity or percentage of their requirements from you.

� Enter into an agreement with a term longer than 5 years.

� Prevent customers from stocking competitive products.

� Refuse to supply a customer, terminate an agreement or offer non-volume-based discounts or rebates.

You can: n Actively promote your

products.

n Treat all customers and suppliers even-handedly.

n Recommend, but not impose, a resale price.

n Require customers to sell a product under the appropriate trademark and apply appropriate quality standards.

n Restrict distributors from selling actively outside their contractual territory/customer group.

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Phone Numbers DSI Hotline

Country Phone DSI Access Code

Australia -1-800-031-521 no access code required

Belgium 0-800-100-10 888-475-2501

Brazil 0-800-890-0288 888-475-2501 0-800-888-8288 888-475-2501

Canada 1- 888-475-2501

Chile 800-225-288 888-475-2501 800-360-311 888-475-2501

China 10-811 888-475-2501 108-10 (Mandarin) 888-475-2501

Czech Republic 00-800-222-55288 888-475-2501

Hong Kong 800-96-1111 888-475-2501

Indonesia 001-801-10 888-475-2501

Italy 800-172-444 888-475-2501

Korea, Republic 00-729-11 888-475-2501

Mexico 01-800-288-2872 888-475-2501

Netherlands 0-800-022-9111 888-475-2501

Norway 800-190-11 888-475-2501

Peru 0-800-50-288 888-475-2501

Poland 0-0-800-111-1111 888-475-2501

South Africa 0-800-99-0123 888-475-2501

United Kingdom 0-800-89-0011 888-475-2501

USA 1- 888-475-2501

Other countries Please go to http://www.att.com/media/att/2012/support/pdf/USADirectTravel-AccessCodes.pdf

Please dial the respective country specific AT&T number followed by DSI‘s access code 888-475-2501

Web Reporting

EU website https://www.financial-integrity.com/DSI.jsp

Global website https://www.integrity-helpline.com/DSI.jsp

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