Code of conduct for business partners
This Solmax Code of Conduct for Business Partners (hereinafter, the “Code”) applies to all of the company’s business partners, such as suppliers and service providers, customers and vendors, agents, licensees, brokers, consultants, contractors and other collaborators (collectively the “Partners”).
It establishes Solmax’s expectations with regard to the Partners with whom it maintains business relations, along with their subcontractors, regardless of rank. Business relations include all connections and correspondence between Solmax and its Partners and potential Partners. This Code is to be applied in addition to applicable laws and regulations. As such, Partners must comply with the laws and regulations in Quebec for all their activities, along with those in the countries in which they do business.
Partners are encouraged to go beyond legal compliance and adopt the globally-acknowledged standards and conventions referred to in this Code in order to demonstrate ethics and fulfill their social and environmental responsibilities.
This Code is an integral part of the contractual documents binding Solmax’s Partners.
Ethics: the essence of business relationships
Ethics are at the heart of all business relationships and represent the cornerstone of this Code. They are the basis for the conduct of the companies and comprising individuals. Ethics go beyond enforcing laws and regulations and appeal to the natural sense of justice.
Rules of conduct
Conflicts of interest
All conflicts of interest and situations that risk creating a conflict of interest and affecting the impartiality of Solmax’s staff in its business relationships must be declared to Solmax immediately upon becoming acknowledged.
Solmax requires its Partners to abide by the laws, rules and regulations, and, in particular, antitrust legislation, of any territory in which Solmax operates. Foreign antitrust laws are in numerous countries; therefore, careful consideration must be given to the applicable laws of all jurisdictions in which a Solmax partner’s transaction is to take place. Special emphasis is put on antitrust legislation due to its complexity and the serious consequences of violating it.
Partners must respect and abide the antitrust laws in the countries in which they conduct business. Conflicts between foreign antitrust laws and local antitrust laws must be resolved in favor of the more astringent law. Of course, everyone is required to fully collaborate within any audit pertaining to antitrust legislation.
Anyone who knows of any activity with antitrust implications or who participates therein must immediately notify a Solmax officer or report its concerns to the confidential disclosure line (see the Reporting section of this document).
Facilitation payments and pecunary incentives
Regardless of the circumstances, Solmax never approves a payment in kind or irregular payment that is designed to win a contract or influence a decision. Bribes, clandestine commissions and similar payments are strictly prohibited. They may also expose Solmax, its Partners and the employees involved to legal proceedings and serious penalties depending on the law of other countries and of the country involved.
It is illegal to corrupt civil servants. New agreements and legislation have been instituted in the context of an international effort to eliminate corruption in international trade and guarantee fair and open competition. This legislation allows each country to proceed against its own citizens and companies for corrupting civil servants abroad.
We consider facilitation payments any payments made to secure, facilitate or speed-up routine or non-discretionary governments actions (eg.: payment for speeding up custom clearance, loading and unloading cargo or scheduling government inspections or issuing government licences or port documentation.) Solmax regards facilitation payments to be a form of corruption and strictly prohibits them.
Gifts, donations and invitations
No property, favours, services, benefits, invitations or gifts that may be considered a potential source of conflict of interests may be accepted by Solmax staff. Solmax’s policy is to share all gifts with all employees. Employees who receive gifts from Partners must offer them to the company, which will in turn conduct a random draw that includes all employees. This includes, but is not limited to, tickets to sporting events and shows. However, it excludes all joint business activities in which the Partner participates with the Solmax employee.
Money laundering prevention
Many countries have adopted legislation that makes it illegal to accept or process the proceeds of crime. Solmax is committed to complying fully with all applicable anti-money laundering laws throughout the world. Because it values its integrity and reputation, Solmax is also committed to doing business only with business organizations that are involved in legitimate business activities, with funds derived from legitimate sources, and take steps to ensure that they only take and make acceptable forms of payment that are not means to launder money.
To this end, Partners are therefore required to follow the following guidelines:
Anti-money laundering guidelines
Follow due diligence commonly acceptable principles;
Follow cash management and forms of payment commonly acceptable principles; Watch out for “red flags” involving Partners, such as: • allegations of illegal or improper business practices in the marketplace; • reluctance to provide complete information, especially as to its identification or as to its owners, partners or principals; • provision of false, inconsistent or suspicious information; • requests to make or accept payments in cash payments originating from, or requested to be directed to, a tax heaven, a country unrelated to the transaction, multiple accounts, or offshore or shell banks; • requests to make payments to, or accept payments from, third parties; • unusual orders, purchases, services or payment terms business arrangements with no obvious commercial purpose or inconsistent with industry practice; • suggestion to structure a transaction in an unusually complex manner; • suggestion to avoid record-keeping or reporting obligations.
If in doubt as to whether an act or activity may involve money laundering, Partners must report their concerns to the confidential disclosure line (see: reporting section of this document);
Do not proceed with any transaction raising a potential money laundering concern until the situation has been resolved.
Partners must be honest, professional and fair in conducting their business relationships with Solmax, including during the procurement process in which they must accurately report their ability to meet all obligations under the contract. In addition, all information exchanged must be true and fair and not designed to mislead.
Partners must ensure that they treat their staff fairly and equitably, without any discrimination on the basis of gender, race, colour, origin, political or other opinions, sexual orientation, religion or any other generally-acknowledged grounds of discrimination; create an environment that is free of all forms of harassment, intimidation or abuse; prohibit all forms of child labour, forced labour or human trafficking; and respect human rights as set out in the Universal Declaration of Human Rights.
Occupational health and safety
Partners must enforce occupational health and safety standards in accordance with applicable laws and regulations to ensure safe and healthy working conditions for all of their employees. In addition, they must take adequate measures to prevent work-related injuries and accidents.
Environment and sustainable development
Partners must comply with applicable environmental laws, regulations and standards and seek to reduce the environmental impacts resulting from their activities and products. They must also promote the adoption of measures required to prevent pollution, and conserve and use in the most effective way possible the natural resources required for their activities.
Partners must treat Solmax employees and other third parties with courtesy and fairness in all forms of communication.
Partners must protect Solmax confidential information, in keeping with Solmax best practices and policies. Confidentiality of information applies to all non-public information pertaining to Solmax, its other partners, and its employees. Partners must not use confidential information except for the purpose of carrying out the business relationship or the contract, and they may not disseminate or share this information with any third parties without the prior approval of Solmax. These obligations apply throughout the life of the business relationship and continue to apply after contractual commitments have expired.
Compliance with laws that protect information
Partners must always ensure that they fully comply with laws and regulations related to protecting personal, confidential and classified information.
Marketing and advertising
Partners and their subcontractors, regardless of rank, shall not make any reference to a project involving Solmax in any commercial advertising and shall not in any way use the Solmax name or logo without the prior written consent of Solmax, except when referring to business that a partner or one of its subcontractors is performing or has performed as part of the work under contract. “Commercial advertising” is considered any business message intended for the general public or a target audience that is intended to promote the partner’s goods or services, or those of one of its subcontractors. This requirement applies to all written and verbal advertising media, including signs and billboards, along with any electronic or other media.
Application of the code
Partner governance and commitments
Partners are responsible to ensure that the standards and principles set out in this Code are adhered to by their own organizations and to put in place compliance and management mechanisms for the enforcement of the Code within their own company and that of their subcontractors. It is also the responsibility of Partners to take all necessary steps to resolve any violations of the Code.
The President and CEO of Solmax, along with the Chief Human Resources Officer and the Corporate Governance Committee, are responsible for enforcing and updating this Code. The Code may be amended at Solmax’s discretion to reflect its principles and values.
Solmax reserves the right to verify that all of its Partners and their subcontractors are complying with the Code. This will be accomplished through self-assessment on the part of Partners and their subcontractors. Solmax or an external resource designated by Solmax may also conduct an verification of compliance with this Code, including, but not limited to, site visits and consulting relevant Partners records along with those of its subcontractors. At all times, Partners and their subcontractors must provide Solmax and its representatives with reasonable and timely access to their facilities and relevant records.
Any breach of the Code can be sanctioned by Solmax, which may range from a simple warning, a notice to the partner to remedy any breaches, disqualification, prohibition to participate in any tender process(es), rejection of any proposal(s) from the partner or the awarding or conditional awarding of contracts, along with the cancellation and termination of contracts with the partner.
To report any potential or real concerns or violations with regard to the Code: Internet: www.ethicspoint.com
Confidential disclosure line per country:
Austria 0800 017898
Canada 1 844 917 0514
Southern 10 800 120 1239
Northern 10 800 712 1239
Egypt (at the prompt dial 866 384 4277)
Cellular 02 2510 0200
Cairo 2510 0200
France 0 800 99 23 83
Germany 0800 1806594
Malaysia 1 800 81 6117
Netherlands 0800 0228869
Thailand 001 800 12 0665204
United States 1 866 384 4277