Code of conduct

The Code of Conduct was approved by the Board of Directors of Orkla ASA on 15th December 2011.

1.0 Introduction

Orkla is committed to operating in accordance with responsible, ethical and sound corporate and business principles and in compliance with all applicable laws and public regulations. This requires the collective effort of all employees.

This Code of Conduct applies to all Orkla employees and board members in entities owned by Orkla throughout the world. By agreement it may also apply to independent consultants, intermediaries or others acting on behalf of Orkla. The document provides a framework for what Orkla considers to be responsible conduct, and defines the individual responsibilities of employees through a combination of broad principles and specific requirements. It is largely based on the core values set out in Orkla Goals and Values and the principles described in Corporate Responsibility at Orkla.

This Code of Conduct does not provide an exhaustive overview of what is responsible behaviour. The ultimate responsibility to act in accordance with law and ethics will always remain an individual responsibility.

2.0 General principles

2.1 Comply with laws and regulations
All employees and board members shall comply with public laws and binding internal requirements in all their activities for Orkla

The Orkla Group, the individual companies, employees and board members shall always respect applicable local laws and regulations. In addition, all employees shall comply with internal company policies. In some cases, these policies are stricter than public laws and regulations.

2.2 Act in the best interest of Orkla
All employees and board members shall be loyal to and serve the best interest of Orkla.

Loyalty means to work for the best of Orkla, and, within the framework of public law and Orkla’s policies, give Orkla’s interests priority over other interests. We should always use our best judgement to enhance Orkla’s value creation, protect the company’s interests and contribute to continuous improvement.

2.3 Act with integrity
All employees and board members shall act with integrity in their activities for Orkla.

Personal integrity means “doing the right thing”, even when nobody is watching. We shall always be honest, truthful and reliable. We should act in consistency with Orkla’s core values, as described in Orkla Goals & Values, and promote these values by acting responsibly towards colleagues, business associates and society at large.

2.4 Act with respect and care for others and for the environment
All employees and board members shall treat other human beings and the environment with respect and due care.

Orkla shall foster a corporate culture characterised by respect and care for other people, their property and the environment. We should behave in a way that inspires trust both when collaborating with colleagues and interacting with suppliers, customers, other business partners or authorities.

3.0 Specific principles

3.1 Protect Orkla’s property and reputation
All employees and board members shall protect Orkla’s property, assets and reputation.

The reputation of Orkla and its companies is important for our ability to succeed. Employees and board members shall avoid activities or behaviour which could damage Orkla’s reputation.

All employees shall act responsibly and with caution to protect buildings, machinery, equipment and other property from misuse, theft, damage or destruction. Intellectual property such as patents, designs, trademarks, recipes, know how, ideas and information shall also be protected. Orkla’s property and assets shall not be used for the employee’s own purposes, unless this is agreed with authorised personnel.

3.2 Contribute to Orkla’s environment, health and safety vision
All employees shall contribute to achieving Orkla’s vision of zero harm to people, the environment and society.

Employees shall contribute to the vision by cooperating with the management, complying with Orkla’s EHS policies and by exercising sound judgement. Employees shall notify their immediate superior of important issues related to health and safety in the workplace, consumer health or the company’s impact on the environment. We encourage employees to give direct feedback to colleagues on EHS issues based on the principle “Thank you for caring!”

3.3 Avoid discrimination and harassment
All employees shall avoid behaviour which may be seen as discrimination or harassment.

Orkla aims for a workplace characterised by diversity and anti-discrimination. To reach this goal, all employees shall treat colleagues, customers, business partners and others with respect. Employees shall avoid any form of harassment or other behaviour towards colleagues or business associates which may be regarded as threatening or humanly degrading. No discrimination (due to gender, sexual orientation, age, ethnicity, or religious belief) which violates applicable law shall take place. Employees should also be sensitive to and respectful of cultural differences.

3.4 Handle business information with care
All employees and board members shall treat information about Orkla with due care, and treat non-public information confidentially.

A trustful relationship with customers, business partners, colleagues and society is built by engaging in dialogue and sharing perspectives. At the same time, disclosure of confidential information may harm Orkla’s business or reputation. By confidential information we generally mean information which is not, or should not be, known to the public. Examples of such information include business plans, budgets, marketing and sales programmes, recipes, design specifications, customer records and the like. Employees and board members shall never disclose confidential information to people outside of the company, unless such disclosure is explicitly permitted by an authorised superior or required by law.

Information about Orkla which has not become public shall be regarded as Orkla’s property. Consequently, the non-disclosure obligation continues without time limit after the termination of employment or the term of service as a board member.

3.5 Avoid conflict of interest
All employees and board members shall be loyal to Orkla by avoiding any conflict of interest.

Employees and board members shall not seek to obtain advantages for themselves or others that are improper or may harm Orkla’s interests. No one should take part in, or seek to influence, a decision if this may give rise to an actual or perceived conflict of interest. Particular attention should be given to situations where the employee or board member has a personal interest in the matter, economic or otherwise, directly or through someone closely related.

Employees or board members shall not accept assignments outside Orkla without notifying their immediate superior. Assignments shall not conflict with Orkla’s interests. Careful consideration should be applied to avoid activities which may be perceived to advance the interests of a competitor, a supplier or other stakeholders at the expense of Orkla. Employees or board members are not allowed to market products or services that are in direct competition with Orkla’s business activities or interests.

Employees or board members who become aware of a potential and unacceptable conflict of interest shall, without delay, notify their immediate superior.

3.6 Use written agreements
Orkla’s agreements with employees, suppliers, customers and business partners shall, as a general rule, be entered into in writing and be properly filed.

All Orkla companies enter into agreements on a regular basis, and these business agreements are vital to the company’s success. Oral agreements can be difficult to verify and may sometimes lead to suspicions that something illegal or unethical has taken place. Therefore, all agreements entered into by any Orkla company shall, as a general rule, be in writing, and the agreements shall be properly filed.

3.7 Be accurate in accounting
Orkla’s financial records shall always be accurate.

Orkla’s financial records are crucial for the management of the business and for the fulfilment of the Group’s obligations towards stakeholders. Therefore, Orkla is committed to complete accuracy in all financial records. Employees involved in financial transactions or accounting shall ensure that all transactions are fully and accurately documented and recorded in accordance with applicable law, good accounting practice and internal requirements. False or misleading entries are under no circumstance acceptable.

3.8 Never engage in corruption or bribery
All employees and board members shall refrain from corruption and bribery in all forms.

Orkla employees and board members are not allowed to engage in any form of bribery or corruption. This requirement is based on anti-corruption legislation which all Orkla companies must adhere to, and applies to all of Orkla’s activities world-wide. Individuals involved in acts of corruption may be exposed to civil and criminal liability. Corrupt activities are punished severely by the court, and individuals who are found guilty of violating the law may become subject to imprisonment. If a challenging situation occurs as part of the work for Orkla, employees should seek immediate advice from their superior about how to handle it in a legal manner. Such discussions are an important part of the company’s efforts to prevent corruption and bribery.

Offering and accepting personal courtesy gifts may be allowed provided they have a minimal economic value, are infrequent and clearly appropriate under the circumstances. It is not allowed to give or receive cash or gifts which are given in return for a favour. Gifts shall not be given in a context or a way where there are reasons to suspect that the recipient will keep such gift or benefit hidden from his or her superior. For example, gifts should be addressed to the recipient’s working address at the relevant legal or public entity.

Events for customers shall always have a specific and relevant business purpose and can only be accepted if they are reasonable and appropriate with respect to both value and frequency. Participation in such events organised by others shall comply with the same principle, and transportation and accommodation should be paid by Orkla. Employees or board members who have been offered, or who have received gifts or favours, shall, without delay, notify their immediate superior, who will determine whether or not the gift needs to be returned.

3.9 Act fair in competition
Employees shall contribute to fair competition in compliance with competition laws.
Orkla shall always compete in the market place with respect for and in compliance with applicable competition law, antitrust law and marketing control laws. Employees who are involved in marketing, sales, purchasing or logistics activities shall ensure that they are familiar with applicable laws and internal rules and guidelines related to marketing and sales. For further guidance, please see the Orkla Competition Manual, and, when in doubt, consult Orkla ASA’s Legal Department.

3.10 Never engage in insider trading
Employees and board members shall refrain from insider trading.

Employees and board members shall not trade, nor give advice to others about trading, in the securities of Orkla or other listed companies on the basis of non-public information acquired in the work for Orkla which, if publicly known, may influence the price of the securities.

If an employee or a board member is in doubt concerning how to apply or interpret Orkla’s requirements or the public laws on insider trading, Orkla ASA’s Legal Department should be consulted.

3.11 Never engage in money laundering
Employees and board members shall not in any way become involved in money laundering.

By money laundering we mean arrangements conducted in order to make money which is acquired through criminal activities look like it has been lawfully earned. Money laundering is prohibited under law, and will not be tolerated by Orkla. Should an employee observe activities which may indicate that money laundering takes place, or has been taking place, in connection with company activities, the employee shall without delay report his or her concern to Orkla.

The same rules apply to arrangements with the intent to speculate in non detection of illegal or disloyal avoidance of taxes, customs or other duties.

3.12 Say no to purchase of sex services
Employees and board members shall refrain from purchase of sex services when representing Orkla.

Purchase of sex services is prohibited by law in some countries. Even in countries without a legal prohibition, Orkla does not permit such activities in connection with work or assignments for the Group. In this way, Orkla also contributes to efforts to combat human trafficking, which is a violation of human rights.

3.13 Drugs and alcohol
Employees and board members shall not work under the influence of intoxicating substances and/or alcohol.

The use of narcotic drugs is prohibited by law in most countries. Orkla does not accept the use of narcotic drugs in connection with work. This also applies while at work on assignments and business trips for Orkla. Alcohol may, however, be served as part of representation or company events, provided that the consumption is moderate, and provided it will not be combined with operating machinery, driving and any other work that is incompatible with the consumption of alcohol.

4.0 Compliance and implementation

4.1 The duty to comply
Each Orkla employee and board member has a personal responsibility for complying with all the requirements specified in this Code of Conduct. Employees and board members shall not act (or encourage others to act) contrary to the Code of Conduct. This requirement applies even when violation of a principle may appear to be in the interest of Orkla.

Any uncertainty as to whether a particular activity is in accordance with the principles of this Code of Conduct, should, in so far as is practicable, be discussed in advance, primarily with the immediate superior. Orkla believes in discussions about responsible conduct in an improvement-oriented and informal manner. Nevertheless, breaches of the requirements set out in this Code of Conduct may lead to internal disciplinary action, and in serious cases dismissal or even criminal prosecution.

4.2 Whistle blowing
An employer has the right to report internally on censurable conditions in the employers business, either self-experienced or conditions one have become aware of. Orkla encourages all employees to report breaches, or possible breaches, of the Orkla Code of Conduct. It is not required to have evidence for one’s suspicion, but a report must be given in good faith. Whistleblowing can be done openly or anonymously and should occur at the lowest possible level, depending on the nature of the case. If in doubt on who to report to, or response on a reported case is not properly provided, reporting should be made to the next level.

Orkla as an employer is responsible for handling whistleblowing cases in a safe and good manner for the whistle-blower, other implied individuals and the business. Each company in the Group has a duty to inform their employees about the possibility to blow the whistle, and to protect whistle-blowers against retaliation. The Whistleblowing function has the duty of confidentiality on the identity of the whistle-blower and the content of a report. The Whistleblowing function is administrated by Group Internal Audit, which reports functionally to the Board Audit Committee and is independent from the line organisation. Group Internal Audit can be approached regarding advice on whistleblowing.


4.3 Implementation and monitoring
The responsibility for implementing this Code of Conduct within each company lies with the company CEO in collaboration with the HR function. The Code of Conduct shall be distributed to all employees, managers and board members. The Code of Conduct shall also be referred to within the company’s employment contracts and Personnel Handbook

All employees, managers and board members shall carefully read this Code of Conduct. They shall also participate in training offered by Orkla and/or the individual company.

Orkla ASA is responsible for updating this Code of Conduct and for developing relevant support material, and may also assist the companies in awareness training. The status of the companies’ activities related to this Code of Conduct will be reviewed annually as part of the business areas’ board meetings and Orkla’s sustainability reporting.

This Code of Conduct is a statement of certain fundamental principles that apply to the conduct of employees and board members. It does not create any legal rights for any customer, supplier, competitor, shareholder or any other third party.

5.0 Approval

The Code of Conduct was approved by the Board of Directors of Orkla ASA on 15th December 2011.