Goal of Code of Corporate Ethics
The Company's Code of Corporate Ethics (hereinafter - the "Code") is based on the Code of Corporate Ethics adopted by RUSAL in 2005 and is intended to be used by the Company:
- to give each employee an idea of the Company's mission, values and principles;
- to set standards of ethical behaviour that define relationships within the Company's team, with customers, business partners, government bodies, the public and competitors;
- to serve as a tool to prevent possible violations and conflict situations, and to develop a corporate culture based on high ethical standards.
By accepting the Code, the Company confirms its intention to follow high ethical standards of business practice.
We view the provisions and requirements of the Code as one for all and commit ourselves to respecting, implementing and considering them in our daily activities.
Implementation of the Code
The Code conditions are applicable to RUSAL and to all companies controlled by RUSAL. The terms RUSAL and "Company" used in this Code refer to RUSAL and each member of the RUSAL Group; and the term "Board of Directors" refers to the RUSAL Board of Directors.
The Code provisions also apply to agents, consultants and other business partners when they represent or act on behalf of the Company or the RUSAL Group of Companies.
Contents of the Code
The Code is based on the principles of the Corporate Ethics Code adopted by RUSAL on 7 February 2005. Since then, the Code has been supplemented with several new sections. It provides more detailed explanations of certain provisions and requirements than previous versions of the document. The text has been updated to reflect internal and external changes that have occurred in the Company within two years since the first adoption of the Code. These changes are in line with the new requirements to RUSAL and its employees from business partners, government authorities and the public. In addition, the Code was amended to reflect RUSAL's new status following the acquisition of SUAL and Glencore's assets in March 2007.
The Code contains the following paragraphs and sections:
1. Mission of RUSAL
Our mission is to become the most efficient aluminum company in the world, which we and our children can be proud of.
Through RUSAL's success - to the prosperity of each of us and our society.
2. Values of RUSAL
In our Company, we particularly value:
- Respect for the personal rights and interests of our employees, the demands of our clients, the terms and conditions of cooperation put forward by business partners and society.
- Fairness, which implies remuneration in accordance with the results achieved and equal conditions for professional growth.
- Integrity in relations and provision of information necessary for our work.
- Efficiency as the stable achievement of maximum results in everything we do.
- The courage to confront what we do not accept, and to take personal responsibility for the consequences of our own decisions.
- The care we take to protect people from any harm to their lives and health and to preserve our environment.
- Confidence in our employees that allows us to delegate authority and responsibility for making and implementing decisions.
Following our values, we will be able to maintain the kind of corporate culture that is necessary to achieve the highest level of all our business aspirations.
Our values are reflected in our success, binding on us and offered to all who work with us. We do not retreat from our values to make a profit. We see them as a link in all our activities and expect the same in our relationships with our business partners.
RUSAL's Ethical Principles and Standards
This section presents the standards of the Company's relations with employees, requirements to employees, obligations and expectations of the Company. The Company values its employees - their activity is the key to its success - and expects high standards of business conduct and professional achievements from them. Wherever we work, we work for the overall result.
- We respect personal freedom, human rights and dignity, treat employees with trust and provide equal opportunities to everyone. We do not tolerate any form of discrimination or harassment in the workplace or conduct that would be considered offensive and unacceptable by most people.
- The Company always fulfils its obligations to its employees, and the employees observe their obligations to the Company and to each other.
- The Company does not use child labor or forced labor, even if it is permitted by law in the regions where the Company operates.
- We welcome leadership as the ability to make decisions at all levels. The necessary authority is delegated to each employee, each of whom is expected to take personal responsibility for the tasks at hand.
- We look forward to the initiative and maximum contribution of each of us in solving the challenges facing the Company, and appreciate teamwork where every voice is heard.
- We always communicate openly, clearly expressing our thoughts. We encourage all feedback that is relevant to our work and we can make suggestions for improvement to any manager of the Company, up to and including the CEO.
- We strive to act in such a way that our close, personal, friendly, family-related affiliations do not impede the implementation of the principle of equal opportunity, do not limit us in making effective decisions and do not allow the disclosure of confidential information.
- The company creates an environment for professional development of employees. Professional development is aimed at improving the quality of work performed and achieving the set goals.
- We value our employees and reward them for their performance based on our business objectives.
- We take into account the cultural specifics of the countries and regions where the Company operates when making decisions and carrying out its activities.
Relationships with investors, clients, business partners, competitors. All our relationships are built on the principles of partnership and mutual respect. The honest conduct of business is the basis for all our transactions and relationships.
1. We always fulfill our obligations and expect our partners to fulfill their obligations as well.
2. We are interested in sustainable development of our business and that of our partners.
3) We strive for long-term and mutually beneficial cooperation and believe that relationships with business partners based on respect, trust, honesty and fairness are paramount to our success.
4. We focus on customer needs and guarantee high quality of our products and services, stability and predictability.
5. The Company has adopted a system for processing requests and suggestions, which helps to understand situations where our high standards are called into question.
6. We value our reputation and strictly observe the norms and rules of business ethics and law.
7. We assume that our business partners also maintain high ethical standards. Company agents, representatives and consultants must demonstrate their willingness to act in accordance with accepted Company policies and procedures and not to violate our principles and values. Where possible, we encourage the companies in which we invest to accept our values and principles.
8. We compete honestly. We do not accept or make illegal payments in any form. We do not use unethical or unfair means to influence our partners or competitors, nor do we threaten to use them.
9. We are committed to fully comply with laws and regulations relating to the fight against legalization of illegally obtained funds. We do business with those clients and business partners who have a good reputation and are engaged in legitimate business activities, whose financial resources come from legitimate sources. When establishing a relationship with a new business partner, we will carry out appropriate checks to ensure that they meet these criteria.
10. We provide full support to the Company's external auditors.
11. The Company's managers and employees always provide reliable financial information to the Company's external auditors conducting an audit or financial performance assessment. None of the Company's managers or employees take any direct or indirect actions that may influence, mislead or deceive the Company's external auditors.
B. Relationship with society. We consider social investment to be an essential element in the sustainable development of the countries and regions where we operate. Multilateral dialogue with local communities is an obligatory element of the Company's social activities at all stages.
1. We develop and support local social initiatives aimed at improving the quality of life in the regions where the Company operates.
2. We welcome and create the necessary conditions for employees and their families to participate in the Company's social initiatives.
3. we provide equal opportunities to participate in our social programmes and apply transparent mechanisms for financing social activities, involving competitive selection of projects and clear criteria for their evaluation. Information about our social programmes is open to every participant.
C. Relations with public authorities. We strive to build and maintain healthy, constructive and open, conflict-free relationships with government agencies, officials and other government officials on a lawful basis:
1. We do not make attempts to influence unfairly the decisions of government bodies or officials.
2. We comply with all laws and requirements applicable to our operations in each country where the Company operates, as well as the guidelines adopted by the Company. We are committed to both the letter and the substance of these laws and guidelines.
3. We pay taxes on time and in full.
4. The Company does not participate either directly or indirectly in political movements or organizations.
5. Employees may participate in political activities as they see fit, at their own time and expense. The Company will not make any remuneration or compensation for this activity or its costs, either directly or indirectly.
6. We provide complete and reliable information on the Company's activities and are ready to provide a transcript of all the Company's performance indicators. No employee will ever even consider misrepresenting facts or misrepresenting information.
7. When disclosure of information about the Company's activities is required in various reports and documents submitted by the Company to the securities control authorities or in any other documents for public use, we guarantee the accuracy, objectivity, relevance, timeliness and reliability of this information.
D. Gifts and hospitality. Gifts, services and hospitality may be provided at the expense of the Company or accepted from a competitor, individual or company that has or seeks to create a business relationship with the Company only if they meet all of the following criteria:
- They comply with accepted business practices and do not violate applicable laws or ethical standards.
- Their value is insignificant
- They cannot be interpreted as bribery for the benefit of the giver .
- Disclosure of such gifts or services will not embarrass the Company or its employee.
The Company is committed to conducting its business without bribes or corruption. We do not tolerate the payment or receipt of cash or gifts in cash or its equivalent in relationships with competitors or business partners. Employees shall not solicit, make, offer or accept any such payment or gift in cash or its equivalent.
The company trusts its employees and provides all necessary resources. We use them wisely to achieve our goals.
1. We welcome the careful handling of the Company's property and assets.
2. We do not use our position in the Company, Company facilities, information or resources for personal purposes. This applies equally to trading operations using internal Company information.
3. We strive to make efficient use of our working time and that of our colleagues and business partners.
The information is provided to those who need it for their work. At the same time, the information should not be passed on to those to whom it is not intended. All employees are responsible for the values and means of the Company, including confidential and proprietary information of the Company and third parties (as well as customers, suppliers and other business partners), for which the Company is obliged to observe the condition of confidentiality and be responsible for the extent of its use. All employees may disclose this information only with the permission of its owners or in cases specified by law. 5. All employees should consider the difference between issues that can only be discussed among colleagues at work and information that can be shared with family and friends. Employees must maintain the confidentiality of information obtained in the course of their professional activities (including information about the Company that the employee accidentally learns or hears at work). Questions relating to commercial or confidential information can only be discussed with family members or friends (or other persons outside the Company) if the information is available from publicly accessible sources.
We value human life and health above economic results and production achievements.
1. We support behavior that improves the health of employees and their families. We are constantly developing educational, organizational and environmental activities to reduce the risks associated with our activities.
2. We are doing our best to ensure that there are no accidents, no occupational accidents, and no environmental incidents.
3) We strive to meet officially adopted health, safety and environmental standards and requirements.
4. We develop and apply resource-saving technologies and consistently reduce our impact on the environment and people.
5. We develop and improve occupational safety and environmental systems.
6. 6. Any employee of the Company and any specialist performing work on behalf of the Company shall:
be aware of the risks that accompany his activities and affect the safety of his life and health as well as the lives and health of others
- realize personal responsibility for your life and health and for the lives and health of others; encourage by personal example the safe conduct of your colleagues and contractors at work, as well as family and friends at home; comply with all necessary safety standards and environmental requirements applicable to its activities and understand the possible environmental consequences of deviating from established procedures improve personal efficiency, initiate and apply best practices to manage production and environmental risks.
Ensuring a production environment that is safe for life, health and the environment is the direct responsibility of managers at all levels of Company.
The Company will achieve its goals only if every employee - from CEO to worker - works effectively.
1. Each employee sets himself ambitious goals and does his best to exceed them.
2. Each employee participates in setting his or her own goals in accordance with the Company's interests, and direct supervisors participate in setting the goals of their subordinates.
3. Each employee should clearly understand his or her goals and their relationship to the goals of his or her division and the Company as a whole.
4. We are always ready for changes and new requirements of the external environment.
5. We are constantly improving the processes and methods of our work, fighting against unreasonable bureaucracy, increasing productivity and efficiency.
6. We strive for consistency in our decisions and actions.
7. We analyze the risks associated with our activities and constantly minimize them.
8. We make investment decisions on the basis of duly verified and confirmed data, calculation of the payback period and expected profit rate.
9. We are constantly looking for and using opportunities to optimize the resources involved.
10. Our choice of suppliers and contractors is always based on the Company's interests, without any prejudices.
11. The Company is constantly increasing profits and the cost of its business, focusing on the production of products that meet the needs of our customers, conquering new markets, increasing production capacity, introducing new technologies.
All employees must act in the best interests of the Company and avoid any conflict of interest.
1. Company managers and employees must be independent of any conflict of interest that affects the Company or their personal interests in the performance of their duties.
2. The Company expects employees to do business with suppliers, customers, contractors and other persons who have a business relationship with the Company based solely on the interests of the Company and its shareholders, without the protection or preference of third parties based on personal considerations of employees.
3. No employee should have any direct or indirect recourse to any personal loan or service from any person or entity that has or seeks a business relationship with the Company. This shall not apply to entities offering such loans or services in the ordinary course of their business.
4. The Company expects employees to report any conflicts of interest to their supervisors without delay.
5. Where a conflict of interest cannot be avoided, staff members should disclose the conflict of interest to their supervisors and not further participate in decision-making on the matter.
6. If a member of the Board of Directors has or may have a conflict of interest, he shall immediately inform the Chairman of the Board of Directors or the Chairman of the Corporate Governance and Nominations Committee. Board members must waive any discussion or decision that affects their personal, business and professional interests. In the event of conflicts that cannot be resolved, a member of the Board must resign from his or her position.
7. The requirements on inadmissibility of conflict of interest apply both to members of the Board of Directors, managers and employees of the Company and their close relatives if they are involved in situations of conflict of interest. Close relatives should be understood to mean spouses, children, parents, siblings, spouse's parents and persons living together with them.
8. We will avoid any relationship or action that could interfere with any objective and honest decision making in our business.
The Code does not attempt to describe all possible conflicts of interest that may arise. It should be resorted to in any situation where the personal interest of the individual arises that is contrary to the interests of the Company as a whole or where the individual may be considered to be the recipient of an unlawful personal benefit as a result of his or her position with the Company.
4. Enforcement of the Code
The terms of the Code of Corporate Ethics apply to all employees of each company within RUSAL who undertake to be guided in their work regardless of their position or status. When applying to the Company, employees should be familiarised with the Code and trained in its application in their daily work. To this end, and in order to effectively and universally implement the Code, the Company has developed a corporate ethics training course that:
- clarifies the provisions of the Code, taking into account existing practices in its application;
- is updated from time to time according to the requirements;
- is made for all employees regardless of their term of employment with the Company.
If you're not sure:
- in the ethics of their actions or decisions,
- in the ethics of the actions or decisions of their colleagues and managers, in accordance of your actions or decisions to the values and principles of the Company, you should seek assistance from your line manager or the Corporate Ethics Officer who operates in each enterprise of the Company.
If your colleague is behaving unethically, you should warn him or her about this by indicating which principle of the Code he or she is violating. Any issues in dispute should be resolved with your supervisor or the Corporate Ethics Officer. Your concerns about ethical issues may be referred to the Human Resources Committee or the Corporate Governance Committee if:
- the question cannot be resolved locally by your line manager or the Corporate Ethics Officer,
- the question concerns the actions or decisions of the Corporate Ethics Commissioner.
We guarantee that the information you provide will under no circumstances be used against you, and your treatment will remain confidential. You will be informed in a timely manner of the decision on your application by the Corporate Ethics Officer or a representative of the Human Resources or Corporate Governance Committee.
You may contact the Audit Committee of the Board of Directors or the Corporate Governance and Nominations Committee of the Board of Directors if an ethical issue is related to actions or decisions of the Human Resources Committee or Corporate Governance Committee.
All Company officials and employees must cooperate fully with the investigation of ethical situations and provide materials and documents necessary to verify the circumstances of an ethical violation. Ethical issues should be regularly covered by the corporate media.
Any prosecution of an employee who voluntarily alleges a violation of the Code's principles will be considered a separate violation of the Code's principles.
In addition to the above statements on disclosure of cases of violation of the Code of Corporate Ethics, employees may also use a separate Reporting Policy on Violations, which provides protection to employees who report unethical behavior within the Company.
Information on damage to RUSAL's interests or reputation can be sent by RUSAL's employees to the following address: b/o55, #7-1 Oleko Dundicha str., Moscow, 121096,Russia as well as to e-mail: email@example.com.