Code of Conduct

1. PURPOSE

KBN is committed to fulfilling its role in society and its social responsibility by acting in accordance with good business practice, industry norms and applicable legislation and regulations. This Code of Conduct sets out the ethical standards that employees must display in their work and in their interactions with colleagues and external parties, including customers, investors, market participants, suppliers and other stakeholders.

2. SCOPE 

The Code of Conduct applies to members of KBN’s Board of Directors, its permanent and temporary employees, and external persons who act on behalf of KBN (hereinafter collectively referred to as ‘employees’) unless stated otherwise by a specific provision.

3. COMPLIANCE

Employees must comply with all relevant legislation and regulations. This applies to both external and internal regulations, including legislation, official regulations issued pursuant to legislation, guidelines, internal rule documents, and internal procedures. Breaches of relevant legislation and rules are not acceptable and are addressed in accordance with special procedures, and may in the most serious cases lead to consequences in relation to employment law, criminal law and the laws of contract and damages.

4. GENERAL PRINCIPLES

KBN’s employees are expected to demonstrate high ethical standards in their work for KBN. Employees must act in a trustworthy manner and in accordance with this Code of Conduct, and employees are expected to help each other comply with legislation and regulations and to report censurable matters.

Employees must be familiar with KBN's current Code of Conduct. Permanent and temporary employees must annually confirm this to Compliance.

KBN’s managers must be good role models, and through their words and actions they will promote compliance with legislation and regulations and responsible business practice. KBN’s managers should help create an environment of openness for questions about ethical issues. KBN’s managers must ensure that employees are aware of KBN’s Code of Conduct and other internal regulations.

KBN's managers must ensure that employees can familiarise themselves with KBN's ethical guidelines and other internal rules, as well as contribute to ensuring that employees have an active relationship with compliance and carry out the necessary training activities.

5. SUSTAINABLE OPERATION AND DEVELOPMENT

KBN is committed to contributing to the sustainable development of society as well as to long-term value creation by adopting responsible business practices which respect environmental, social and governance conditions.

See also: General Guidelines for Sustainability

6. RELATIONSHIPS WITH CUSTOMERS

KBN will interact with and treat its customers in a proper and responsible manner. This is important to building and maintaining trust in KBN and KBN’s reputation. KBN’s treatment of its customers will be characterised by respect, a high level of integrity and transparency. Feedback from customers will be taken seriously and processed in accordance with special procedures.

7. ASSETS

KBN possesses assets (information, IT systems and equipment, access to electronic services and office premises) that have the potential to cause a high or very high level of damage in the event of loss or unauthorised alteration. Employees have a responsibility to help protect KBN’s assets. Employees must be aware of and comply with the rules and procedures relating to the protection of KBN’s assets.

8. INFORMATION AND COMMUNICATION

Information provided by KBN must be reliable and correct. In addition, customers, investors, market participants, suppliers, employees and KBN’s owner must be able to rely on us to protect information and to comply with our duty of confidentiality.

KBN’s activities encourage the exchange of information and data internally and externally. This takes place orally, in writing and electronically. Employees must be aware of and comply with the rules and procedures relating to the various types of information.

Employees are bound by their duty of confidentiality. The obligations imposed by the duty of confidentiality apply externally and internally, including after the end of an individual’s employment relationship, unless otherwise agreed. Employees must exercise caution in their handling of information and are personally responsible for assessing whether information is of such a character that its dissemination should be restricted.

Employees must be aware of the legislation that applies to the management of inside information and must remember that misuse of inside information is a punishable criminal offence.

Employees adhere to rules (1) for who speaks externally on behalf of KBN. Employees are asked to exercise caution when speaking in public, including on social media.

9. OWN ACCOUNT TRADING

Employees have the right to trade in financial instruments for their own account and have a duty to carry out such trades in accordance with the guidelines as in force from time to time.

10. FINANCIAL CRIME

KBN is committed to ensuring that it is not exploited for the purposes of financial crime. KBN will, by means of good business practices in its interactions and meetings with external parties, prevent financial crime, including fraud, corruption, money laundering and terrorist financing. All employees have an independent obligation to report censurable conditions related to financial crime.

Money laundering and terrorist financing

KBN will work actively to prevent being used for the purposes of money laundering or terrorist financing. All employees must be aware of their obligations pursuant to legislation and regulations, including internal guidelines, and their obligation to report suspicious matters to KBN’s head of anti-money laundering.

Corruption

Corruption is forbidden, and this applies both to those who give or offer unlawful advantage and to those who ask for, take or agree to any such advantage. Even the act of raising the prospect of receiving or giving unlawful advantage can be illegal.

Employees must not receive, ask for or give unlawful advantages. This also applies if the advantage would benefit KBN or other parties or businesses.

The guidelines on corruption do not prevent employees from receiving or giving gifts of insignificant value, moderate hospitality and business entertainment for which there is a commercial justification. Gifts that are received must be reported in accordance with KBN’s internal procedures.

Conduct in respect of tax

KBN must pay the correct tax at the right time where the values ​​are created and in accordance with local tax legislation. KBN must maintain good compliance and practice regarding accounting, payment and reporting of tax.

KBN must be able to align itself in accordance with the tax regulations, but KBN must refrain from aggressive tax planning or tax structuring.

KBN must act openly with regard to tax, and the annual accounts and tax policy must be available on the company's website.

Competition

KBN will not abuse its market power and will not participate in price collusion, nor will it collude with competitors to divide the market or in relation to tender processes.

Employees must exercise great care to ensure that information that may be competitively sensitive is processed in accordance with applicable guidelines.

11. CONFLICTS OF INTEREST

A conflict of interest arises when the personal interests of an employee differ from KBN’s interests, as well as when an employee is deemed to have a particular personal or financial interest in a matter.

Conflicts of interest may also arise between the requirements and expectations of the authorities, customers’ interests, KBN’s commercial objectives and its owner's expectations.

KBN employees must not participate in the processing or decision of matters that are of particular importance to:

• Matters that are of importance to the person concerned himself or his spouse, partner, children, parents or other close associates.
• Company, organisation or public body where the person concerned or a close relative is wholly or partly the owner, a member of a governing body or has a leading position.

Employees can not participate in the treatment or decision of cases where there are other special circumstances which are likely to undermine trust in the person concerned's impartiality.

Employees are personally responsible for assessing whether they have a conflict of interest in relation to any matter, and must notify their manager of any conflict of interest.

If in doubt, employees can discuss whether they have a conflict of interest in relation to a matter with their line manager or the CEO. Anyone can request that the question of whether an individual has a conflict of interest be referred to the CEO. In both circumstances the CEO decides whether there is a conflict of interest.

Employees can neither enter into an agreement to undertake paid work nor hold a board position at another company without the written approval of the CEO. Provided there is no conflict of interest, positions at housing co-ownerships, clubs or associations etc. are permitted without specific approval. Employees’ external positions and secondary employment relationships must be registered in accordance with KBN’s internal procedures.

The question of whether the CEO has a conflict of interest in relation to any matter is assessed and determined by the Board of Directors. Board appointments and secondary employment positions undertaken by the CEO must be approved by the Board of Directors.

If there is any doubt regarding whether a board member has a conflict of interest regarding a particular matter, the question will be determined by the Board of Directors without the board member in question being present.

12. DATA PROTECTION

All individuals about whom KBN holds information must be able to trust that we will protect their privacy. Employees must be aware of how the processing of personal data has to be carried out to ensure compliance with the relevant legislation and regulations.

13. WORKING ENVIRONMENT

KBN is committed to providing a physically, mentally and socially healthy working environment, and through its actions and conduct will demonstrate respect for all individuals, whether they are employees or others with whom KBN is interacting. KBN does not tolerate bullying or harassment of any kind, including unwanted sexual attention and hostile or degrading comments and behaviour.

KBN values diversity and is committed to promoting greater diversity. KBN does not tolerate discrimination or harassing behaviour, e.g. on the grounds of gender, age, sexual orientation, ethnicity or functional impairment.

No person is permitted to be under the influence of alcohol or other drugs while carrying out work for KBN. Alcohol may be served in social situations or at events outside working hours. Employees must display moderation in such contexts.

Employees must report any harassing or discriminatory behaviour or instances of intoxication in connection with their work at, or assignments for, KBN.

14. WHISTLE-BLOWING

KBN strives to provide an environment in which employees can speak out without risking any form of sanction or adverse reaction.

Employees have the right, but also a duty, to report any situations that are not acceptable. KBN processes such whistle-blowing reports in accordance with the relevant legislation and regulations, and employees should ensure that they are aware of KBN’s processes. There are no specific requirements in respect of the format in which such whistle-blowing must be undertaken, and it can be done anonymously. KBN has an internal whistle-blowing channel with pre-determined procedures, as well as an external whistle-blowing channel.

Employees are encouraged to be open about personal matters that could affect their ability to complete their work to a significant extent, or where they are in a vulnerable situation that others could exploit.

15. DELEGATED AUTHORITY

The CEO is authorised to establish additional rules within the framework of this Code of Conduct.

16. ENTRY INTO FORCE

This Code of Conduct enters into force with immediate effect.

(1): See General guidelines for information handling and market behaviour