Supplier Code of Conduct

Fosroc is committed to promoting integrity and the highest ethical standards in all aspects of its business. This Supplier Code of Conduct (“Code”) sets forth Fosroc’s fundamental ethical and business conduct requirements for its suppliers, contractors, and all third-party vendors who provide products or services to Fosroc (hereinafter referred to individually as “Supplier” and collectively as “Suppliers”). This Code is not intended to be an exhaustive list of all requirements to be followed by Suppliers, rather a high-level overview of such requirements. All references in this Code to “laws” mean all applicable laws, regulations, codes, directives, rules, decrees, and governmental orders.

Suppliers are responsible for ensuring that their directors, officers, employees, agents, representatives, suppliers, subcontractors, affiliate entities, and other business partners understand, and comply with, the requirements set forth in this Code. Suppliers will promptly notify Fosroc in writing of any known or suspected violation of this Code.

In addition, in order to advance in social and environmental responsibility, and business ethics, this Code encourages Suppliers to go beyond legal compliance, drawing upon internationally recognised standards.

General Disclaimer

This Code does not dilute a Supplier’s legal obligations, and supplements, and does not supersede the contracts between Fosroc and the Suppliers. 

Applicability

This Code applies to suppliers, contractors, and all third parties, including agents, consultants, and licensees, who provide goods and/or services to Fosroc or any of its subsidiaries, affiliates, or agents. The Code may be updated or modified by Fosroc from time to time at its sole discretion.

The Fosroc Code is based on the following standards/principles:

1. Compliance with Laws

Suppliers must comply with all applicable laws and regulations of the countries in which operations are managed or services provided. When conducting international business, Suppliers must comply with applicable local and international laws and regulations. This includes, but is not limited to, laws and regulations relating to the environment, occupational health and safety, labour practices, International Labour Organisation (ILO) conventions, trade control, fair competition, anti-money laundering, anti-bribery, and anti-corruption.

2. Human Rights

Fosroc expects its Suppliers to treat people with dignity and respect, encourage diversity, promote equal opportunity for all, and foster an ethical culture, in accordance with the relevant ILO conventions.

A. Child Labour

Suppliers must ensure that child labour is not used in their business operations consistent with the ILO’s Labour Standards, and comply with all other applicable labour laws.

B. Human Trafficking, including Forced Labour

Suppliers must comply with regulations prohibiting human trafficking, and all applicable local laws in the country or countries in which they operate, including the Modern Slavery Act 2015. Suppliers must respect the free choice of all persons and strictly prohibit forced or compulsory labour for any employees. Suppliers should not do business, nor associate with organisations or entities that condone or are engaged in the practice of coercing or imposing work with little or no freedom of choice. Suppliers should work to raise awareness among their employees of the Supplier’s responsibility to protect human rights. Suppliers must strive to respect, protect, and promote the principles set out in the United Nations Universal Declaration of Human Rights and the UN Global Compact.

3. Employment Practices

A. Harassment        

Suppliers shall provide their employees with a workplace free from physical, verbal, and psychological harassment, or other abusive conduct.

B. Non-discrimination

Fosroc expects its Suppliers to ensure equality of opportunity and treatment in respect of employment and occupation without discrimination on grounds of race, ethnic origin, religion, sex, colour, age, physical disability, national origin, creed, or any other basis prohibited by law.

C. Working Hours, Wages, and Benefits

Suppliers shall follow the labour laws and other such laws and regulations in regard to working hours and overtime. Suppliers must pay workers in a timely manner at least the minimum compensation required by local law, provide all legally mandated benefits, and shall compensate their employees for any overtime work as required by the applicable laws and regulations. Deduction from wages as a disciplinary measure should not be permitted.

D. Working Conditions

Fosroc expects its Suppliers to provide all employees with safe and healthy working conditions that meet or exceed applicable standards and conform to local laws for occupational health and safety. When on Fosroc sites, Suppliers must fully comply with applicable Fosroc policies and directives.

E. Freedom of Association

Suppliers shall ensure that their employees have a mechanism to report grievances and that facilitates open communication between management and employees. Suppliers shall respect the rights of their employees to associate freely, join associations of their choice, and bargain collectively (where allowable by law) in accordance with local labour laws and established practices.

4.     Anti-Bribery and Anti-Corruption

A. Anti-Corruption Laws                

Suppliers must adhere to the highest standards of moral and ethical conduct, and comply with applicable national and international anti-bribery and anti-corruption laws, directives, and regulations, including the U.K. Bribery Act and any analogous legislation of this and any other jurisdictions.

Suppliers shall not engage in corruption, commercial bribery, extortion, embezzlement, fraud, deception, collusion, cartels, abuse of power, money laundering, or similar misconduct in any form. Suppliers must never accept, request, offer, promise, authorise, or provide, directly or indirectly, any improper payments of money, bribes, kickbacks, or anything of value to a governmental official or to a counterparty in the private sector with the intent to influence official action, obtain an improper or unfair advantage, obtain or retain business, or influence a third party’s actions. This prohibition includes any type of facilitation payments, large or small, even where such payments are perceived as a common part of local business practice or acceptable under local law. Suppliers are expected to exert reasonable due diligence to prevent and detect corruption in all business arrangements, including joint ventures, partnerships, and the hiring of intermediaries such as agents or consultants.

B. Fraud

Every form of fraud (e.g. fraud, embezzlement, theft, misappropriation, tax evasion, or money laundering) is prohibited, regardless of whether Fosroc assets or third-party assets are affected.

C. Competition and Anti-Trust

Suppliers must always engage in fair and honest competitive business practices. Suppliers shall not enter into any agreement that might restrain trade which includes price fixing, dividing or manipulating the market, colluding in bids, limiting production, unlawful exchange of competitively sensitive information with competitors, or unlawfully restricting competition. Suppliers shall comply with all applicable antitrust and competition laws in every jurisdiction where their operations are conducted.

D. Gifts/Business Courtesies

Suppliers are expected to compete on the merits of their products and services. Suppliers shall not offer nor are permitted to accept any business courtesies, gifts, or other benefits of any type in connection with business transactions, either directly or indirectly, that give the appearance of impropriety or which are illegal, lavish, frequent, vulgar, and/or in exchange for improper business advantage.

Suppliers shall ensure that any gifts, travel, and entertainment are permitted by this Code and all applicable local or other laws, regulations and that they are always modest and infrequent, reasonable, properly recorded, and for a legitimate purpose.

E. Money Laundering and Tax Evasion

Suppliers must always:

• Comply with anti-money laundering laws and regulations;
• Comply with all tax laws and regulations in the jurisdictions in which they operate;
• Act carefully to prevent Fosroc from being involved or used in money laundering, tax evasion, or other criminal activities; and
• Recognise and monitor potential warning signals that could help detect unusual or suspicious activity.

5. Conflict of Interest

Suppliers must always:

• Completely and truthfully disclose, in writing, any actual, potential, or perceived conflicts of interest to their Fosroc contact before entering into negotiations and/or starting a business relationship with Fosroc;
• Promptly disclose in writing to their Fosroc contact any conflicts of interest arising during their business relationship with Fosroc;
• Avoid any conflicts of interest, whether actual, potential, or perceived, that are not properly disclosed and mitigated.

6. Maintain Accurate Records

Suppliers are expected to create and maintain accurate books and records that demonstrate compliance with applicable laws and regulations. Records should be retained in accordance with the applicable retention requirements.

7.     Information Protection

A. Confidential/Proprietary Information

Suppliers shall protect all sensitive information, including confidential, proprietary, and personal information. Information should not be used for any purpose (e.g. advertisement, publicity, and the like) other than the business purpose for which it was provided unless there is prior authorisation from the owner of the information.

B. Intellectual Property

Suppliers shall respect the intellectual property rights of others, including Fosroc, its affiliates, and business partners. Suppliers must comply with all applicable laws governing intellectual property rights, including intellectual property designated as a trade secret, as confidential, or that is subject to patents, copyrights, or trademarks restrictions.

C. Information Security

Privacy, and data and information security are of the utmost importance to Fosroc. Suppliers shall protect personal data and confidential and proprietary information of Fosroc and others, from unauthorised access, use, modification, destruction, and disclosure, through appropriate physical and electronic security procedures. Suppliers must evaluate the data collected from possible data subjects and the applicability of the General Data Protection Regulation (GDPR) to its business and its relationship with Fosroc, and take appropriate measures to ensure compliance with this and all applicable data privacy laws.

8. Health, Safety, and Environment (HSE)

Suppliers are responsible for operating their facilities in a manner that protects and preserves the natural environment; prevents pollution; conserves natural resources; minimizes waste, emissions, and energy consumption; and actively promotes the health and safety of their employees, customers, suppliers, contractors, and the general public. Suppliers are expected to have a program or mechanism(s) to enforce and monitor compliance with their respective health, safety, security, and environmental requirements.

Suppliers should be environmentally responsible by adopting a systematic approach to:

• Ensure commitment to protect the environment such as by having the required permits, approvals, and registrations maintained and kept valid in compliance to all environmental laws.
• Ensure pollution prevention by reducing or eliminating waste, substituting materials where appropriate, conservation, recycling and re-using of materials, and using energy and natural resources efficiently.
• Ensure that a proper waste management system is in place for safe disposal of waste generated from operations including waste being characterized, monitored, controlled, and treated prior to discharge and disposal.
• Focus on hazard recognition, risk assessment, and elimination of hazards.

At a minimum, Suppliers will abide by local and national HSE laws. Suppliers shall apply the best practice standards as well as comply with internationally accepted standards and practices where applicable.

9. Global Trade Compliance

A. Import and Export

Suppliers are required to comply with all applicable international, national, country, state, and local laws and ordinances as well as all lawful orders, rules, regulations, codes, and treaties governing import, export, re-export, and transfer of goods, materials, technical data, software, and services.

B. Conflict Minerals

Suppliers are expected to comply with all conflict minerals laws, rules, and regulations.

C. Counterfeit Parts

Suppliers shall ensure the existence of methods and processes to minimize the risk of introduction of counterfeit parts into final products; detect counterfeit parts and materials; provide notification to recipients of counterfeit products; and remove any counterfeit parts from the final products.

D. Export Sanctions/Terrorism Activities

Suppliers must abide by all applicable economic sanctions or trade embargoes, whether they apply to foreign countries, political organisations, or particular foreign individuals and entities. Suppliers must not directly or indirectly engage in or support any terrorist activity.

10.  Ethics Programme Expectations

A. Whistleblower Protection 

Suppliers shall provide their employees and other stakeholders with avenues for raising legal or ethical issues or concerns. Suppliers shall maintain whistleblower confidentiality and prohibit retaliation against employees who participate in such programs in good faith.

B. Fosroc Compliance Verification

Supplier acknowledges and agrees that the Supplier is solely responsible for full compliance with this Code by Supplier’s directors, officers, employees, representatives, suppliers, contractors, and other business partners. Supplier will nonetheless permit Fosroc and/or its representatives to audit or assess Supplier’s compliance with the expectations set forth in this Code when rendering services or products to Fosroc.

C. Consequences for Violating the Code

In the event that the expectations of this Code are not met, the business relationship may be reviewed and corrective action pursued. The Supplier will provide Fosroc with a written report detailing identified deficiencies and a corrective action plan. If there is no commitment or lack of corrective measures, it may result in Fosroc ceasing to do business, and as a final resort, terminate contracts with the Supplier without liability to Fosroc.

D. Reporting Concerns

Anyone that has concerns about actual or suspected violations of this Code or the law should immediately contact his or her Fosroc representative or e-mail [email protected].

Should any of the requirements in this Code be in violation of the national law in any country or territory in which a Supplier operates, the law should always be followed. In such cases, the Supplier must always inform Fosroc immediately upon receiving this Code or immediately after discovering such conflicts.

E. Ethics Policies

Commensurate with the size and nature of their business, Suppliers are expected to establish management systems and processes to ensure compliance with applicable laws, regulations, and the expectations set forth in this Code. Suppliers are encouraged to implement their own written code of conduct and to flow down their principles to the entities that furnish them with goods and services. Fosroc expects its Suppliers to maintain effective programmes to encourage their employees to make ethical, value-driven choices in their business dealings - beyond compliance with laws, regulations, and contract requirements.