Code of conduct
Code of Conduct – Integrity
Royal BAM Group
This code of conduct has been drawn up by Royal BAM Group nv and is an instruction to all employees of Royal BAM Group nv and to all employees and members of management boards of Royal BAM Group subsidiaries active in the Netherlands. The Royal BAM Group subsidiaries outside the Netherlands each have their own codes of conduct based on the present code, which are in turn instructions to all employees of the individual subsidiaries concerned.
The Executive Board has issued this code of conduct to all employees of Royal BAM Group nv and it is the responsibility of individual company managers to issue an appropriate code of conduct to the employees of their respective companies. The code of conduct applies to every one working for Royal BAM Group on the basis of a contract of employment and forms an inseparable part of the individual contracts of employment.
Responsibility to clients
Trust
For Royal BAM Group it is vital that clients should have confidence in the company and should be able
to retain that confidence. Royal BAM Group will accordingly adhere to generally accepted values and
standards as well as comply with local rules and regulations, especially in the acquisition and
execution of contracts.
Fair competition
In their dealings with clients, both managers and staff of Royal BAM Group should therefore avoid any
conduct conflicting with European and applicable national competition law, any conduct leading to the
possible exclusion of a contractor from tendering for work pursuant to Article 24, paras. c-g, of
Directive 93/37/EEC and any other unlawful conduct. In particular, Royal BAM Group employees shall
restrict any discussion of prices and/or other terms and conditions of tenders which have been
submitted exclusively to the tenderer or client concerned and shall also restrict any communications
regarding such matters to the tenderer or client.
Business relations
The acquisition and execution of contracts should take place on a strictly commercial basis. It is
accordingly not permissible for gifts to be made or for services or products to be supplied free of
charge to existing or potential clients, business partners of existing or potential clients or third parties
with whom business relations are maintained or for any such gifts, services or products to be accepted
from existing or potential clients etc. Small business gifts are permissible exclusively as a token of
appreciation and provided that the recipient is not placed under any obligation by accepting them.
Gifts that can be converted into cash and gifts of a similar nature are always unacceptable. Any
payments that might compromise Royal BAM Group are prohibited, regardless of the amount or the
nature of such payments. In case of doubt, the compliance officer should be consulted. Gifts to a value
of more than €100 must in any case be reported to the compliance officer. If a manager or member of
staff is placed in an awkward position by a gift, that person should report the fact to the compliance
officer, who will decide how the matter should be dealt with. Sending or accepting invitations for nonbusiness
activities in the capacity of a Royal BAM Group employee requires the consent of the
Executive Board or of local management, who will seek the advice of the compliance officer.
Accounting records and processing of invoices
All transactions with clients should be recorded in writing in the accounting records in accordance with
the appropriate procedures. Project accounts should be complete, accurate and transparent. Invoices
should be prepared in accordance with statutory requirements and commercial practice. Payments in
cash or discounted payments should in no circumstances be accepted unless the payment is made in
accordance with generally accepted principles of control.
Responsibility to business partners
Trust
Royal BAM Group expects its suppliers, subcontractors, joint venture partners and service providers
not to betray the trust that Royal BAM Group places in them. All agreements should be strictly
observed. Business partners have a right to expect the same of Royal BAM Group.
Fair competition
Transactions with business partners concerning either the award of contracts or cooperation will be
based on objective and commercial considerations. The acquisition of information about competitors,
suppliers, subcontractors and service providers should take place entirely within the law. Royal BAM
Group will not make use of suppliers, subcontractors or any other person or organisation resulting in
the breach or circumvention of applicable rules and regulations nor will Royal BAM Group act in a
manner contrary to generally accepted standards. Employees should avoid any unlawful conduct in
dealings with business partners.
Business relations
The selection of business partners should be made exclusively on the basis of commercial
considerations. It is accordingly not permissible for gifts to be made or for services or products to be
supplied free of charge to existing or potential competitors, suppliers, subcontractors or their business
partners or third parties with whom business relations are maintained or for any such gifts, services or
products to be accepted from existing or potential competitors etc. Small business gifts are
permissible exclusively as a token of appreciation and provided that the recipient is not placed under
any obligation by accepting them. Gifts that can be converted into cash and gifts of a similar nature
are always unacceptable. Any payments that might compromise Royal BAM Group are prohibited,
regardless of the amount or the nature of such payments. In case of doubt, the compliance officer
should be consulted. Gifts to a value of more than €100 must in any case be reported to the
compliance officer. If a manager or member of staff is placed in an awkward position by a gift, he or
she should report the fact to the compliance officer, who will decide how the matter should be dealt
with. Sending or accepting invitations for non-business activities in the capacity of a Royal BAM Group
employee requires the consent of the Executive Board or of local management, who will seek the
advice of the compliance officer.
Accounting records and processing of invoices
All transactions with business partners should be recorded in writing in the accounting records in
accordance with the appropriate procedures. Invoices should be prepared in accordance with statutory
requirements and commercial practice. Payments in cash or discounted payments should in no
circumstances be accepted unless the payment is made in accordance with generally accepted
principles of control.
Health & safety and environmental protection
In the preparation, planning and execution of contracts, Royal BAM Group's business partners should
also comply with all applicable rules and regulations relating to health and safety at work and
environmental protection. Royal BAM Group shall ensure that the various rules and regulations are
observed by its business partners and, if necessary, draw their attention to the existence of those
rules and regulations and to the fact that they are to be observed.
Responsibility to each other and to society
Generally accepted standards and values
All employees will have their own ambitions, standards and values. Royal BAM Group also has
particular ambitions, standards and values. They are integrity, openness, entrepreneurship, a
customer-orientated attitude, professionalism, result-focused team spirit, flexibility and a can-do
approach. All individual and corporate ambitions, standards and values should be compatible with
generally accepted standards and values. Royal BAM Group employees have a duty to observe such
generally accepted standards and values at all times. Employees should avoid any unlawful conduct
towards each other and towards third parties.
Equal opportunities and fair treatment
Employees are judged on their performance and proven abilities. Discrimination on grounds of race,
religious or other belief, political persuasion, age, gender, disability, sexual orientation or for any other
reason whatsoever is expressly rejected by Royal BAM Group. Physical, verbal or sexual intimidation
will not be tolerated. Employees should take any complaints of this kind to the compliance officer.
Health & safety and environmental protection
In the preparation, planning and execution of contracts/projects, all applicable rules and regulations
relating to health and safety at work and environmental protection should be strictly observed. Failure
to apply the rules and regulations properly is inadmissible. Royal BAM Group undertakes to provide a
good and safe working environment and proper workplace facilities by satisfying all the statutory
requirements and more. Each and every employee can assist in this by complying with all the
applicable rules concerning health and safety at work. Unsafe working conditions should be
immediately put right and reported to the immediate supervisor. Royal BAM Group is determined to
make its contribution to the responsible development of the built environment. A sound environmental
management policy forms an integral part of day-to-day operations. It is expected of employees that
they will not perform any actions running counter to this objective.
Offices held outside Royal BAM Group
Political aspirations on the part of employees and the holding of offices outside the company, whether
public or private, should not conflict with the law. If necessary, it should be made clear that the
opinions expressed and the positions adopted are not necessarily those of Royal BAM Group. The
making of statements to third parties which could be damaging to the economic interests of Royal
BAM Group or to the company’s tangible and intangible interests is prohibited. Employees are not
permitted to engage in any paid or unpaid outside activities, the performance of which could conflict
with the interests of Royal BAM Group or a Royal BAM Group subsidiary. In case of doubt, either the
Executive Board or local management should be consulted, as appropriate.
Confidentiality
Employees are under obligation to observe strict secrecy vi s-à-vis third parties with regard to all
company business of a confidential nature unless to do so would conflict with a statutory duty of
disclosure. In case of doubt, the compliance officer should be consulted. The obligation to observe
secrecy with regard to company business remains in force even after termination of employment. The
Executive Board and the management of a subsidiary company may grant written exemption from the
secrecy obligation.
Accounting
No accounting entries should be made or invoices produced which obscure the true nature of a
transaction. All accounting should comply with generally accepted accounting principles and should be
organised according to the principles and applicable guidelines of Royal BAM Group. Expense claims
should always be supported by receipts and the amounts claimed must be justifiable.
Whistleblowers' scheme
Royal BAM Group has arrangements in place that are designed to provide suitable safeguards for
employees to report any suspicions they might have concerning wrongdoing in the company where
they work. It is the duty of the Executive Board to ensure that this scheme is available to all
employees.
Responsibility to shareholders
Trust
The shareholders are ultimately the joint owners of Royal BAM Group. They have a right to expect that
their interests are being properly looked after, that Royal BAM Group deals responsibly and efficiently
with money, production, materials and information and that the company's operations are directed in
such a way as to increase the shareholder value of Royal BAM Group.
Company property
The activities involve the use of information, plant & equipment, tools, stocks of materials and office
equipment etc. These assets must be used exclusively in connection with the business of Royal BAM
Group; all other use is prohibited. The same applies to confidential information, such as detailed sales
and profit figures, marketing plans, specifications and so on. Employees should ensure that this kind
of information is kept safe and secure and that it is used with care.
Conflicts of interests
Work at Royal BAM Group is to be performed exclusively on the basis of commercial considerations
and decisions. Personal interests do not play a part. Competing with or doing business with
companies in which friends of employees or members of employees' families have interests can give
rise to conflicts of interests. Any such relationships should be reported to the compliance officer so
that the appropriate way to deal with them can be decided. Employees may only enter into private
contracts with Royal BAM Group subsidiaries with the prior written consent of the Executive Board or
local management.
Accounting
Shareholders have a right to assume that decisions within Royal BAM Group are taken on the basis of
correct and accurate information. Information should be recorded in the appropriate manner, in
accordance with the relevant rules that are applicable within Royal BAM Group. No accounting entries
should be made or invoices produced which obscure the true nature of a transaction. All accounting
should comply with generally accepted accounting principles and should be organised according to
the principles and applicable guidelines of Royal BAM Group.
Compliance
Compliance officer
The Executive Board will appoint a compliance officer with responsibility for Royal BAM Group nv and
the management boards of the individual subsidiaries will appoint compliance officers for their
respective companies. The position of compliance officer essentially creates an independent person to
whom breaches of the code of conduct can be reported. The position of compliance officer is purely an
internal position; only Royal BAM Group employees are able to call on the compliance officer.
The Executive Board or the local management, as appropriate, will announce who the compliance officer is, what his or her duties and powers are and where he or she can be reached. The compliance officer for Royal BAM Group nv is also the contact for the compliance officers of the subsidiaries.
Duties of the compliance officer
The compliance officer fulfils a position of trust without any obligation either to obey or to consult the
Executive Board or the management of a subsidiary and will exercise the greatest possible care with
regard to matters that are brought to his or her attention.
The compliance officer has the duties and the powers that are conferred on him or her in the code of conduct. The Executive Board or the local management can also endow the compliance officer with supplementary duties and powers. It is the compliance officer's job to ensure that Royal BAM Group employees are familiar with the nature of the code of conduct, with its content and with the background to it, and continue to be aware of those aspects. Regular courses will be organised for that purpose. Royal BAM Group employees are obliged to attend these courses and it is the compliance officer's responsibility to ensure that this happens. It is also the compliance officer’s job to encourage compliance with the code of conduct. Only written reports of infringements will be investigated. Anonymous allegations will not be accepted. The compliance officer will report to the Executive Board or to local management, as appropriate, at least once a year, making interim reports as required. At the compliance officer’s discretion, individual cases may be reported to management without revealing the names of those concerned. The compliance officer also has the right to keep a report secret but is not obliged to do so. The identity of the person reporting an incident in the first place will only be revealed to third parties with that person's consent unless the compliance officer is legally required to divulge such information.
With the agreement of the Executive Board or the local management, as appropriate, the compliance officer may appoint one or more persons to act as deputies when he or she is absent or to provide support with his or her activities.
Advice given by the compliance officer
The compliance officer is responsible for advising the Executive Board and the management boards of
subsidiaries on questions concerning integrity, including specific conduct not described in the code of
conduct that might well be contrary to the spirit of the code of conduct. If a Royal BAM Group
employee has any doubts as to whether particular conduct or a particular action is permissible under
the code of conduct, he or she should contact the compliance officer for advice. If the action
recommended by the compliance officer is not taken, the compliance officer will put the matter before
the Executive Board or local management.
Duty of disclosure to the compliance officer
Every Royal BAM Group employee has a duty to report any breaches of the code of conduct that are
observed to the compliance officer without delay, stating all the known facts and circumstances. The
report will be treated confidentially and the identity of the person making the report will not be
disclosed, having due regard to the provisions of the compliance rules.
Control, enforcement and sanctions
The Executive Board or the local management, as appropriate, has responsibility for ensuring that the
code of conduct is adhered to. If certain conduct is not described in the code of conduct but might well
be contrary to the spirit of the code of conduct, it will be the task of the compliance officer to assess
whether the code of conduct is applicable and advise the Executive Board or local management
accordingly.
The Executive Board or the local management will have the right to order an investigation, whether at the request of the compliance officer or otherwise, following a complaint made by an employee or a third party for which a case can be made that is supported by evidence. Royal BAM Group employees will be under obligation to lend their full cooperation to such an investigation. An employee who is suspected of having acted contrary to the code of conduct will be heard as part of the investigation. A report on the results of the investigation will be produced either by or on behalf of the Executive Board or the local management. Pending an investigation, the Executive Board or the local management will have the right to take provisional action of a disciplinary nature and/or as permitted under industrial law against the employee concerned.
If the investigation reveals that there has been a breach of the code of conduct, the Executive Board or the local management, having sought the advice of the compliance officer, will have the right to take disciplinary action and/or other action permitted under industrial law against the employee concerned, which may take the form of a reprimand, suspension, fine, notice or instant dismissal, depending on the seriousness of the case. The employee concerned may also be held liable for any losses incurred by Royal BAM Group as a consequence of the infringement.
This code of conduct has been duly readopted and comes into operation on 1 December 2003.
Executive Board
Royal BAM Group nv
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