Each day, we justify the trust that is placed in us. We set ourselves ambitious targets, keep our word and follow the rules.
The RUAG Code of Conduct helps us to live by the clear values and principles to which we are committed – within the Group but also towards our customers, business partners, suppliers, the communities we form part of, politics, authorities and also towards our shareholder, the Swiss Confederacy. For RUAG, an act or behaviour is therefore only permitted if it complies with the applicable law and is in line with the Code of Conduct.
Against Bribery & Corruption
Zero tolerance for Corruption
RUAG applies a zero tolerance policy to corruption and rejects any form of bribery or any other corrupt behaviour. Benefits must always be of a lawful, neutral, suitable, appropriate and transparent nature.
Gifts and entertainment or other benefits can only be offered, given or received in good faith and only if they are appropriate and in-keeping with customary business hospitality and are in compliance with RUAG‘s own rules.
RUAG makes no donations to political parties.
It is prohibited to offer, provide or accept a benefit with the intention or effect of influencing the decision-making process of a business partner or public official.
In the same way, no benefits may be accepted that could influence RUAG‘s own decision-making process.
No gifts of an exaggerated value or other inappropriate benefits may be offered, given or accepted.
In particular, it is also prohibited to offer or provide benefits to public officials for routine governmental actions in order to initiate or expedite performance of duties of non-discretionary nature (facilitation payments). Exceptions may apply in case of danger to personal health and safety.
We employ appropriate measures to put our commitment to preventing corruption into practice. These include a personal obligation on the part of all employees, the management and the Board of Directors, as well as contractual partners to refrain from any and all types of bribery. We review our contractual partners (including any offset partners) and their conduct on a case-by-case basis. We also train our employees, the management and the Board of Directors and provide them with advice and support. In the event of grounds for suspicion, we are prepared to abandon transactions.
Excerpt from the employee regulation
It is RUAG's declared objective to adhere to the applicable laws and regulations in all areas of its business activities. This applies particularly to the prohibition of corruption. Employees declare their agreement with the following rules of conduct to prevent corruption:
- Money and pecuniary gifts may not be used for prohibited or dubious purposes;
- No unjustified advantage may be gained through favours to others of a financial or other nature.
- No favours of a financial or other nature may be accepted if the provider expects or is rewarded with an unfair advantage.
Contracts with Third Parties
Compliance aspects of contracts with third parties
Binding templates for contracts with third parties that support sales activities are available to all employees of RUAG, together with explanations and a specific Group Directive. These include the following main aspects:
- Conclusion of contracts with third parties that support sales activities always requires compliance approval.
- Detailed and comprehensible anti-corruption clause in the respective contracts.
- RUAG's right to immediately dissolve the contract and claim compensation if the third party violates the ban on corruption.
- RUAG's right to regular reporting from the third party (in particular from agents) on past and upcoming activities. If the third party fails to fulfil this obligation, a contractual penalty will be forfeited and the agent should expect the contract to be dissolved.
- Depending on the specific risk exposure, RUAG may ask a statement from an independent, local legal expert confirming that the third party is a corporation duly organized pursuant to the applicable laws and that the contractually agreed activity and the compensation to be provided is admissible under the law governing the activity.
- RUAG has set upper limits for the the commissions of agents, which usually is determined by a percentage of the contractual volume brokered. In addition, for high-volume customer contracts RUAG specifies a declining scale of commission, and always requires a cap on the agent's commission in absolute numbers.
Due diligence when selecting and instructing third parties
In a standard process, RUAG is internally assessing the compliance risks related with all third parties that are supporting sales activities. Depending on the specific risk exposure, RUAG may ask external specialized service providers to conduct background checks on the third party, its shareholders and other affiliated legal entities and natural persons. The same procedure applies when existing contracts with agents come up for renewal, latest after three years.
Contracts with third parties that are supporting sales activities may only be concluded on the basis of precisely specified standard contract templates. The template for agency contracts contains, inter alia, provisions concerning the amount of commission, the paying agency for commissions, the duty of the agent to provide regular reporting and, of course, an effective ban on corruption clause.
As a company under the ownership of the Swiss Confederacy, RUAG is aware of its responsibility as a supplier of military applications for aerospace and defence.
Military applications specifically include the export of defence products and the provision of defence-related services for customers abroad (i.e. outside Switzerland). RUAG is subject and adheres to the local laws of the countries it operates in as well as Swiss export control laws, in particular the Federal Act on War Material (KMG), the Federal Act on the Control of Dual-Use Goods and of Specific Military Goods (GKG), the Federal Act on the Implementation of International Sanctions, Embargo Act (EmbG) and the Federal Act on Private Security Services Provided Abroad (PSSA).
RUAG delivers military applications exclusively to unambiguously identifiable, reputable business partners, thereby contributing to security, independence and stability.
Irrespective of their place of manufacture, all exports of military and dual-use applications must be in compliance with international law, Switzerland‘s international obligations and the principles of Swiss foreign policy.
Information and security of information
RUAG undertakes to protect and treat confidentially the information entrusted by customers, business partners, employees, or other stakeholders. RUAG observes applicable data protection legislation and undertakes to protect and keep confidential all information entrusted to the Group by its business partners and employees.
RUAG employees are obliged to keep confidential any proprietary or third-party business and trade secrets with which they have been entrusted or of which they have become aware in the course of their employment. This applies in particular to information about technologies or manufacturing, research and development processes and to business and financial data as well as customer information.
Code of conduct for business partners
In light of its international operations, RUAG is committed to conducting business in accordance with ethical principles and applicable laws and in a socially responsible way. RUAG also expects conduct that is proper in every respect from its business partners – i.e. its customers, suppliers, service providers and their supply chains. To substantiate this, RUAG establishes certain minimum standards and informs its business partners of these standards.
The Code of Conduct for RUAG Business Partners is an integral part of our contracts with third parties and is binding on business Partners.
RUAG attaches great importance to everyone who works for it being familiar with and practising its Code of Conduct, its commitment to fair industry-standard conduct and its efforts to combat corruption. These rules have been set out in easy-to-understand language for all employees, and trainings are being given accordingly.
Trainings are either adapted to employees' specific positions and tasks for specific target groups or are given in person by addressing staff at all RUAG sites worldwide, for example when new employees are hired or currently in the frame of the roll-out of our Code of Conduct. Further and more detailed information is communicated at specialist training sessions for all employees, using e-learning tools where appropriate. Owing to their importance, particular emphasis is given to anti-corruption and trade compliance modules.
RUAG is currently strengthening its compliance organisation with dedicated compliance resources for the divisions. On Corporate level, the Compliance & Risk Management function is in particular responsible for the implementation of RUAG’s policies throughout the Group through the establishment and adaptation of directives and trainings and for the operation of the whistleblower system. The business is fully included through different Communities of Interest for Trade Compliance and Commercial Compliance, as well as through the Compliance Board.
The Vice President Compliance & Risk Management reports to the General Counsel who is a member of the Group Executive Board. He also reports directly on a regular basis to the Audit Committee, the Board of Directors and in bi-annual detailed personal updates to the Chairman of the Board of Directors .The shareholder is provided with summarized information on compliance issues within the context of quarterly reports and meetings as well as via the Annual Report.
Sanctions and reporting of violations
In accordance with our values, all employees are encouraged to report immediately any information about violations of the Code of Conduct or of any applicable legislation. Violations of the Code of Conduct are not acceptable and will be appropriately sanctioned.
Depending on the severity of the violation in question, such sanctions may range from reprimands and warnings to immediate dismissal and to civil claims for compensatory damages and criminal prosecution. Deliberately ignoring any infringements of the code by others or obstructing any investigation of violations is also considered a violation of the Code of Conduct. Employees should have an objective reason to assume that the information they pass on and all related allegations are essentially true. Employees who report known or suspected violations in good faith are protected against any retaliation. Any type of retaliation against employees who have reported violations in accordance with these principles constitutes a clear and serious violation of the Code of Conduct and will be appropriately sanctioned.
In contrast, reports made with the aim of wrongly accusing colleagues or managers will not be tolerated. Such conduct always constitutes a violation of the Code of Conduct and will be appropriately sanctioned.
Contact and Whistleblower System
Another important element in the combating of corruption and other irregularities is the web-based RUAG whistleblower system, introduced in November 2014. Employees and third parties anywhere in the world can use this system if they suspect or observe irregularities and violations. The online tool is hosted by an outside company and serves as an early warning system to prevent or detect compliance violations. The procedure for this is clearly regulated: if an employee notices irregularities, the first point of contact should remain his or her line manager, in a second instance a Compliance Officer (e.g. by using the compliance(at)ruag.com e-mail address) , Human Resources or the General Counsel. But if such a conversation is not possible or fails to achieve the expected result, the whistleblower system provides the additional option to report the incident via the RUAG website or https://ruag.integrityplatform.org, anonymously if desired. Reports are seen and processed only by designated RUAG specialists from the Compliance team.