As a private international metals and mining company, Solway Group’s mission is to deliver metals that positively transform our everyday life and support the transition to clean energy and sustainable materials. Our customers will require these critical resources for decades to come.
Our ambition is to set operating standards across our business that not only meet regulatory demands, but also the demands and expectations of our society, customers and other stakeholders. We want to “do the right things” – deliver materials that are essential for a sustainable economy, and at the same time “do things right” by resourcing them responsibly.
We expect our Management to be fully committed to and to embrace the principles laid out in this Code of Conduct and lead by example. Compliance with our Code of Conduct is a key requirement for all Solway Group employees, contractors and associates working on behalf of Solway Group – every day and without exception.
The principles of this Code are intended to give practical direction. While our underlying policies, standards and procedures will be giving more detailed guidance, the Code of Conduct cannot set out prescriptive rules to cover every possible situation. This means to all of us that we always need to use good judgement, and whenever we are in doubt ask ourselves if our behavior is truly in line with both the letter and spirit of these principles. We shall never hesitate to ask for advice if we are not sure what the principles of this Code of Conduct mean.
The integrity of our company is decisive for our common success. A violation of the principles stipulated in our Code of Conduct can be unlawful, damage the reputation of our company, or cause serious economic damage. Our business partners and stakeholders measure us based on our behavior and how we deliver our products and services. Through an exemplary handling of the principles in this Code of Conduct we enable the long-term success of our company and a positive contribution to the future of our society and the planet.
(Function: CEO or Board Member)
Health & Safety
The safety and health of our employees, contractors and communities where we operate is our primary responsibility. We are committed to providing healthy and safe working conditions and a controlled work environment that is free from unacceptable risks of injury and adverse health effects.
– We promote the safety and wellbeing of employees, contractors and communities.
– Our aim is to embed a health and safety culture, strategy and standards across Solway Group’s businesses that actively contribute to achieving our objectives and commitments.
– We maintain a system to identify, assess and reportaccidents, incidents, injuries, illnesses, unsafe or unhealthy conditions, enabling us to act upon.
– Where we work with contractors, we ensure that they are properly instructed, understand and follow our requirements, and integrate into our Health & Safety systems and programs.
– We expect all employees to be fit for work upon arrival and during their work shift. We prohibit the use of alcohol, illegal drugs or prescription drugs that may affect a worker’s fitness for work or the safety and health of other workers.
– On business related travel we expect our employees to always respect the laws and customs of those countries, and understand the associated safety, security and health risks and follow approval requirements.
– We assess the health and safety risk exposure to communities, engage communities to understand health concerns and needs, and establish appropriate programs, and monitoring and evaluation systems.
Fair Treatment and Equality in Employment
We value diversity and treat all employees and contractors fairly, providing equal opportunity at all levels of the organization. We don’t tolerate any form of unlawful discrimination.
– We recognize and uphold the rights of our workforce to a safe workplace, collective representation, just compensation, job security, and opportunities for development.
– We employ, develop and promote our people based on job-related skills, qualifications and abilities without any a bias according to race, nationality, religion, gender, age, sexual orientation, disability, political, or other opinion or any other bias
– We adhere to international labour and human rights standards at all our operations and in the supply chain and actively combat every form of illegal, child, forced or compulsory employment or unfair employment contracts.
– We encourage employees to speak up in case they feel they have been treated unfairly, without any fear of retaliation.
Avoiding Conflicts of Interest
We must always be able to demonstrate that all decisions have been made in the best interests of Solway and free from personal bias. Never should our personal interests be brought into conflict with the interests of the Company, even if only in appearance.
– We must ensure that we always act in the best interest of our company and be alert to when the lines between professional and private interests become blurred. Common examples of actual, potential or perceived conflicts of interest include holding outside jobs or affiliations, holding investments in companies that do business with Solway, or receiving money or services from a supplier from Solway.
– Employees are allowed to participate in outside (professional, community and/or not for-profit) activities provided that they do not conflict with our responsibilities to Solway Group, or compromise – or appear to compromise – the quality of work performance and our ability to make impartial business decisions. However, such activities generally will require approval.
– Solway Group generally permits the hiring of employee‘ family members or those who have a personal relationship with an employee, as long as the individual was independently assessed and deemed qualified for the job, and there is no actual or potential conflict of interest.
– When unsure about a potential conflict of interest issue, employees should discuss the matter with their manager, supervisor, or a more senior manager.
Working with Partners
Every day we with interact with our business partners. We rely on mutually beneficial relationships with them and strive to be a fair and reliable partner. Together with our partners we find innovative solutions and create continuous, efficient supply chains.
– We want to be a fair and reliable partner for our partners and enter into relationships which are beneficial for both parties.
– We have consistent, open and constructive relationships with governments on issues that affect our operations. When we interact with government agencies, officials, and international agencies we do so with integrity and the highest standards of personal and professional behaviour at all times.
– We select business partners that share our values and comply with all applicable laws. We do not enter into a relationship when there is doubt about a business partner’s integrity.
– Our choice of business partners is based on transparent criteria and processes considering the principles of free and fair competition, and the merits of price, quality, performance, competency, and suitability, including ESG performance criteria.
We compete fairly and achieve competitive advantages through superior performance. We never engage in anti-competitive behaviour, or in unethical or illegal market practices.
– We support free enterprise and will compete fairly for business with scrupulous regard for those regulations which promote competition and protect consumers.
– We maintain our independence in dealings with third parties, including in relation to pricing, marketing and selling and do not engage in any activities that could reasonably be construed as being anti-competitive, abusive, or unfair.
– We must not seek to obtain competitive intelligence through unlawful practices and must refrain from making false or misleading statements about our competitors or their services.
– There are fields in which it is conceivable that Solway Group might cooperate with its competitors for example cooperation agreements, bidder, and joint venture groups, or consortia. In any case, Solway Group’s legal counsel must review whether or not such cooperation with competitors is permissible, and if required, establish necessary safeguards.
– The international nature of our business means that we also must comply with laws and regulations governing the export or import of goods, products and services, and with those relating to economic and trade sanctions, as well as applicable anti-boycott laws. We are strictly prohibited from engaging, supporting or facilitating business relationships and business activities with persons and entities that are subject to United Nations, European Union or United States sanctions as well as with countries that are subject to comprehensive sanctions.
We are committed to operating with integrity, and are guided by generally accepted principles of responsible corporate governance, ensuring the value-oriented and sustainable management and control of our company.
– We establish an integrity driven corporate culture and hold ourselves accountable for our actions.
– We comply with applicable external legal requirements, internal policies, and other rules of Solway Group.
– Our governance structures and systems include risk management and an internal control framework to ensure accountability that Solway Group fulfils its business objectives and strategic goals.
– To earn and maintain our Social License to Operate, we aim to run our business in a way that ensures we have ongoing broad social acceptance and support from local communities and other stakeholders.
– We provide a true, fair and accurate reporting and information sharing to our stakeholders at all times.
– We maintain accurate books and records in accordance with applicable laws as well as Solway Group’s own accounting and reporting policies and procedures, correctly reflecting all business transactions and expenditures.
Anti-Bribery and – Corruption
Corrupt behavior is contrary to Solway Group’s values and unlawful. Compliance with local, national and international anti-corruption laws is essential to protect our reputation and to preserve our license to operate.
– We do not promise or grant, either directly or indirectly, the giving of money or anything of value to customers, suppliers, or other parties to influence decisions or to obtain any improper business, financial or personal advantage. This principle also applies in the reverse direction, so that no individual acting for or on behalf of Solway Group in their dealings with third parties may accept anything of value with the intention to obtain or offer any improper advantage.
– We expect from Third Parties that we work with or plan to work with – e.g., consultants, agents, contractors -, that they understand and follow applicable Anti-Bribery and -Corruption laws as well as our own provisions and principles on Anti-Bribery and -Corruption.
– When operating in different jurisdictions, we take special care that we fully understand the applicable requirements on Anti-Bribery and -Corruption.
– We record all transactions accurately and in reasonable detail to reflect their true nature.
– When supporting organizations and projects with corporate donations, we want to contribute to legitimate and reputable causes. We do not expect or accept anything in return, and make sure that charitable donations are never used as a substitute for a political payment.
– Our sponsoring activities – as part of promoting the Solway Group brand and enhancing the company’s image – can never be linked to seeking or obtaining an improper business advantage.
– Gifts, entertainment or hospitality must always be modest, appropriate in a given context, and infrequent. We never use them to influence decisions or to obtain an improper advantage from a public official* or business partners.
– We expect our employees to take particular care when interacting with public officials, to make sure we always comply with applicable laws and regulations and follow our own policies.
– Solway Group does not make financial contributions or donations to political organizations, parties or individual politicians.
Anti-Money Laundering, Counter-Terrorist Financing
As a company, we are committed to carrying on business in accordance with the highest ethical standards and complying with all applicable laws and regulations aimed at combating money laundering and terrorist financing.
– Before business transactions, we must obtain detailed information about the business background of the business partner, the business partners themselves, and the purpose of the intended business.
– We will only conduct business with partners who are involved in legitimate business activity and whose funds are derived from legitimate sources. We are always aware of the origin of funds from our business partners.
– When entering into a relationship with a customer or with business partners we watch out for warning signs. These can include unusual payment methods, escrow accounts, or a lack of clarity regarding the economic beneficiary.
In case of doubt and if irregularities are suspected, employees must immediately contact Solway Group’s legal counsel.
Protecting our Assets
We all have an obligation to protect Solway’s property and assume responsibility for the integrity of our Company’s assets. Inappropriate use of technology or data may expose our Company to risks, including viruses, security breaches, theft or loss of Solway property or reputational damage.
– We expect our employees to assume responsibility for the Company’s assets, and to make sure that they are used for the purpose for which they are intended, and to safeguard them from theft, abuse and waste.
– Company assets are not to be used for personal reasons or benefit, unless specifically agreed.
– The development and protection of intellectual property enables Solway Group to derive competitive value from investing in innovation. These assets must be protected with the same rigour as our physical assets.
– When sharing any business information with third parties (e.g. consultants or business partners), we always ensure its use and handling is covered by individual or company level confidentiality agreements.
– At the same time, we must respect the intellectual property rights of others. Unauthorised use of other’s intellectual property can expose Solway Group and personnel to legal action and damages, including fines and criminal penalties.
We respect data privacy and safeguard confidential business and personal information, and increase our awareness about cybersecurity threats.
– We must always respect the privacy of customers and individuals and take the necessary measures to ensure data integrity, confidentiality and security (for example relating to confidential company or customer data, employees‘ health records, or social security information).
– We only share confidential information with others if they have a legitimate business need to know and use non-disclosure agreements prior to sharing such information.
– Employees proposing to communicate confidential information to any person external to Solway Group must inform Solway Group’s Legal Counsel in advance.
Solway Group endeavors to preserve the confidentiality of unpublished price sensitive information and to prevent misuse of such information.
– Inside and confidential information needs to be secure and protected, whether from our company or from business partners.
– Inside information is never used other than for the purposes of a defined role in the company. We must never use inside information to buy, sell, or deal in securities – or to secure any other personal or business advantage with such information -, nor should we disclose this information to anyone else.
We communicate accurately and consistently. As an internationally active company, we are expected to share information in a timely, accurate, consistent, complete and fair manner so our stakeholders can make informed decisions.
– We must communicate accurately and consistently.
Only authorized individuals are entitled to communicate corporate information on behalf of Solway Group to external channels. Relations with the media, investors and public institutions are the solely task of the responsible management and Solway Group’s communications and investor relations departments.
Applying the Code of Conduct
This Code of Conduct applies to all of our permanent and temporary employees and contractors, and the directors and officers of every Solway Group managed operation or business entity. For operations that are managed by contractors, we request management of those operations to adopt policies and practices that align with Solway Group’s Code of Conduct and meet our standards.
Responsibility of the Management
Solways Management and Leadership is personally accountable for actively promoting this Code of Conduct, and properly instructing and guiding employees and subordinates.
It is important that everyone working for Solway Group understands the implications and becomes familiar with the Code of Conduct. Managers have a special responsibility to lead with integrity by example. They should seek to ensure that all personnel under their supervision are aware of and comply with the Code of Conduct.
All Solway employees are asked to acknowledge that they have received, read and will comply with the Code of Conduct, and that they are aware of how and where they can get help. The specifications included in the Code of Conduct form part of the employment contract and the regular staff appraisals.
This Code of Conduct cannot cover or anticipate every possible situation you may encounter as an employee or manager of our company. While our policies and procedures provide more specific guidance, you may still have questions.
If in doubt, always ask. Reach out to your manager, or if you would like to discuss a specific situation or concern outside your immediate work environment, contact Solway Group’s Legal Counsel, who is available for questions about all aspects of compliance and integrity.
Solway Group is committed to creating an environment and culture where employees feel free to report a violation or raise their concerns, without any fear of retaliation.
If you think a decision or action is not in line with Our Code of Conduct, you have a responsibility to speak up. You should raise an issue whether you are directly affected or not. You can do this with your immediate supervisor or manager, another person with management responsibility (in human resources, legal, corporate affairs, ESG, or senior management) or any person of trust.
When you speak up, the information you provide will be dealt with confidentially. Solway will respect if you wish to remain anonymous, and take all reasonable steps to reduce the risk that you will be identified as a result of responding to your concern.
If the concern remains unresolved or you are unable to speak to your supervisor, line manager or a more senior manager, you may use the confidential Reporting Line.
Dealing with Allegations
Solway Group takes all concerns or allegations that are raised seriously, provided they are made in good faith. Allegations are investigated for potential unethical or illegal conduct in accordance with locally applicable law and our internal policies and procedures. Corrective measures will be implemented if necessary. To support this process, everybody is expected to cooperate in an investigation.
Breaches of the law, the Code of Conduct or Solway Group policies and standards may result in disciplinary action, up to and including dismissal. In addition, any consultant, agent, or contractor who fails to respect the Code of Conduct may see their contract terminated or not renewed.
Zug, July XY, 2022
The Code of Conduct will be regularly reviewed and updated, as and when required.