Compliance

As an enterprise under public-sector ownership and in light of its ongoing internationalization – including its operations in sensitive areas such as military technology – RUAG is subject to exceptional scrutiny by the public, media and policymakers. Impeccable conduct in not only legal but also ethical terms is therefore of key importance to the Group....

Legislation

RUAG complies strictly with national laws and regulations, and with international agreements and treaties.

  • RUAG expects that all staff members and business partners will comply with rules and regulations. This applies both to the provision of services and also to national and especially to the international Marketing of products.
  • RUAG creates good relationships with appropriate authorities as well as political institutions, and consults them when there are open questions (example: consultation with national export authorities for clarification regarding exports to critical countries).

Information and security of information

RUAG undertakes to protect and treat confidentially the information entrusted by customers, business partners, staff members, or other stakeholders.

  • RUAG staff members are obliged to treat confidentially and – where stipulated – to keep secret the company’s own and third-party trade and operational secrets which are entrusted to them as part of their activities, or which otherwise become known to them.
  • This applies particularly to information on technology and manufacturing, research, and development processes, and also to personal data.
  • RUAG undertakes to ensure an appropriate standard of quality for information processing. The handling of confidential information and of information technology devices is described in detail in further regulations.

Bribery & Corruption

Combating bribery and corruption

We do not tolerate corruption and reject all conduct that is corrupt or harms the corporation.

RUAG does not employ assets for illicit or dubious purposes.

RUAG does not accept financial or other incentives if doing so would lead the giver to expect an unjustified advantage or would be a reward for granting such an advantage.

RUAG strictly prohibits payment of bribes, regardless of whether the recipients are public officeholders or employees of a private customer.

The term bribery refers to direct or indirect offers or acceptance of gifts, loans, remuneration, rewards or other benefits with the aim of obtaining or rewarding favourable treatment in the context of our own business activities.

We employ appropriate measures to put our commitment to preventing corruption into practice. These include a personal obligation on the part of all employees and contractual partners to refrain from any and all types of bribery. We review our contractual partners and their conduct on a case-by-case basis. We also train our employees and provide them with advice and support. In the event of relevant concrete grounds for suspicion, we are prepared to abandon transactions.

Excerpt from the employee regulation

It is RUAG's avowed aim 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 giver expects or is rewarded with an unfair advantage. 

Please refer to the current "Legal Compliance" document for further information.

Consequences of RUAG employees violating the ban on corruption

Offering or accepting bribes are punishable offences, and offenders will be prosecuted ex officio.

Such misconduct by employees will additionally have consequences under labour law. These consequences may consist of a warning, generally in conjunction with either a threat of dismissal in the event of a repeat offence, or with actual dismissal (immediate or otherwise). Moreover, employees who have violated the Code are liable to a claim for damages from the employer.

Code of conduct for business partners

As a corporate group with international operations, RUAG is committed to conducting business in accordance with ethical principles and applicable law and in a socially responsible fashion. 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 put this in concrete terms, 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.

Export compliance

As a corporation 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).

This is based on the following directives:

  • Federal Act on War Material (KMG)
  • Federal Act on the Control of Dual-Use Goods and of Specific Military Goods (GKG)
  • Federal Act on the Implementation of International Sanctions, Embargo Act (EmbG)
  • 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.

The Export Compliance policy applies to all RUAG organizational units and activities, regardless of whether their registered office is in Switzerland or abroad and regardless of whether their export activities are conducted from Switzerland or from a location abroad.

Compliance Board

The purpose of the RUAG Compliance Board, in particular, is to carry out the tasks associated with the prohibition of corruption, to operate the whistleblower system, to implement export compliance for military technology applications and to enforce the prohibition of illicit pricing and market collusion (antitrust and competition legislation) as well as the prohibition of money laundering.

The RUAG Compliance Board consists of the General Counsel (Chair), the Vice President for Risk Management, the Chief Communication Officer, the Vice President Legal and one representative from each division. The RUAG Compliance Board meets at least twice a year.

Training measures

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. The relevant stipulations have been set out in easy-to-understand language for all employees, and instruction is being given accordingly. 

Instruction is either adapted to employees' specific positions and tasks or is given in person by addressing staff at all RUAG sites worldwide, for example when new employees are hired. Further and more detailed information is communicated at specialist training sessions for all employees, using e-learning tools where appropriate. Owing to its importance, the "fighting corruption" module in the e-learning area is given particular priority.

Monitoring

On certain occasions, but at least twice a year, the Audit Committee has the General Counsel and Chair of the Compliance Board report to it on specific and current issues relating to compliance. This reporting focuses on the ban on corruption and questions relating to export compliance for defence applications (i.e. products and services). If the situation requires, information is also provided on reports made to the RUAG whistleblower service and any consequent insights gained and/or actions taken. The reporting is followed by a discussion, then the information is finalized and, where appropriate, a proposal submitted to the full Board of Directors. The Chair of the Audit Committee briefs the Board of Directors at the next meeting and, where appropriate, makes corresponding submissions from the Audit Committee to the full Board of Directors.

In addition, the Board of Directors is briefed on the Advisory Board's advice and recommendations on compliance issues.

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.

Contracts with Agents

Compliance aspects of contracts with agents

Binding models for contracts with agents are available on the intranet, together with explanations and a company organisational directive for agency contracts. These include the following products of RUAG's efforts to combat and avoid corruption:

  • Detailed, easily comprehensible anti-corruption clause.
  • RUAG's right to immediately dissolve the contract and claim compensation if the agent violates the ban on corruption.
  • RUAG's right to regular reporting from the agent on past and upcoming activities. If the agent fails to fulfil this obligation, a contractual penalty will be forfeited and the agent should expect the contract to be dissolved.
  • At RUAG's request, the agent must produce a statement from an independent, local legal expert confirming that the contractually agreed activity of the agent and the compensation to be provided is admissible under the law governing the activity.
  • RUAG has set an upper limit for the agent's commission, 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 in certain cases requires a cap on the agent's commission in absolute numbers.
  • Specific and, in particular, verifiable information on the paying agent for commission claims from the agent.

Due diligence when selecting and instructing agents

RUAG has a well-established process for selecting and instructing agents whose (sole) task is to broker opportunities for business deals: agents are screened situationally, and with particular regard to country/nationality, using an in-house company organisational directive for agency contracts. Specifically, screening is done by calling in external companies specialized in obtaining "background information" on individuals and businesses. The same procedure applies when existing contracts with agents come up for renewal (or at the latest after three years).

As part of the preparation for agent relationships, relevant information on the selection process, the agent themselves and the planned content of the agreement needs to be submitted to the Compliance Board or its committee. In addition, a specific list of questions aimed at gauging the risk of corruption must be answered ("red flag topics"). Contracts with agents may only be concluded on the basis of a precisely specified standard contract text. This will contain, 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. In each and every case, agent contracts and renewals/extensions of such contracts require the prior approval of the Compliance Board or the Compliance Board committee with particular expertise in this area.

Whistleblower System

Another important element in the combating of corruption and other irregularities is 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; however, it can also be used for general questions and uncertainties relating to compliance. 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 in the ordinary course of work, the first point of contact should remain his or her line manager. But if a conversation with the line manager 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 he or she wishes. Reports are seen and processed only by designated RUAG specialists from the Legal, Human Resources or Risk Management departments.

In its first year of operation, the service received and dealt with twelve concrete reports as well as two queries. Eleven reports originated in Switzerland, one in Germany. Of the twelve reports, ten were made anonymously.

As well as the whistleblower system, RUAG also offers a point of contact for compliance issues through which anyone can submit a report or ask questions by e-mail (with sender details provided). This option is used on a regular basis, for example in connection with the Code of Conduct e-learning tool.

Compliance Hotline

  • Did you find or suspect grievances, misconduct, corruption or corruption trials in or around of RUAG or if you suspect such,
  • Do you have questions about the issue of compliance, correct behavior inside or outside of RUAG

 then you can contact the following places:

These hotlines are open to employees of RUAG, but also to outsiders worldwide and at any time.

If you wish, you can report your message, your question or concern anonymously https://ruag.integrityplatform.org/