CODE OF CONDUCT AND ETHICS POLICY ON CONFLICTS OF INTEREST

Transcription

1 CODE OF CONDUCT AND ETHICS POLICY ON CONFLICTS OF INTEREST Magna Internatinal Inc. Plicy n Gifts & Entertainment 1

2 POLICY ON CONFLICTS OF INTEREST Magna emplyees have a duty t act in Magna s best interest. Yur persnal interests shuld neither influence, nr appear t influence, yur judgment n any business matter. This plicy applies t Magna Internatinal Inc. and all f its perating Grups, Divisins, jint ventures and ther peratins glbally (cllectively, Magna ). This plicy als applies t all persns wh act n Magna s behalf, including emplyees, fficers, directrs, cnsultants and agents. What Is a Cnflict f Interest? The term cnflict f interest has a brad meaning. In general, it refers t a situatin where yu are able t make r influence a business decisin fr Magna while yur persnal interests, r the interests f yur related parties, differ frm thse f Magna. In this Plicy, a related party refers t a persn t whm yu are related r with whm yu have a persnal relatinship which may influence, r culd reasnably appear t influence, yur business judgment. Aviding and Disclsing Cnflicts f Interest Yu shuld avid situatins that put yu in a cnflict f interest with Magna, r can reasnably be perceived as such by thers. If yu have a cnflict f interest with Magna, r believe that it is reasnably prbable fr a cnflict f interest t arise, yu must disclse the cnflict at the earliest pssible pprtunity and seek prir written apprval. The prcess fr disclsing the cnflict and seeking prir written apprval is explained in the Cnflicts f Interest Prcedure. Cnflicts f interest mst cmmnly ccur in the fllwing situatins: Persnal Wrkplace Relatinships Yu have a cnflict f interest if yu manage a related party. Direct management f a related party is prhibited. Yu may indirectly manage a related party if yu have disclsed the relatinship and btained prir written apprval pursuant t the Cnflicts f Interest Prcedure. (Fr a definitin f manage r management, please see Appendix A.) Example: a wife supervises the department in which her husband wrks. Magna Internatinal Inc. Plicy n Cnflicts f Interest 2 Self-Dealing Yu have a cnflict f interest if yu apprve r supprt a business relatinship between Magna n the ne hand, and yu r a business in which yu have a significant interest n the ther. (Fr a detailed definitin f significant interest, please see Appendix A.) Yu als have a cnflict f interest if yu apprve r supprt a cntract r business relatinship with a third party in anticipatin f, r in exchange fr, a persnal benefit. Example: an Assistant General Manager apprves a cntract with a supplier f which he is the c-wner. Related Party Transactins Yu have a cnflict f interest if yu are in a psitin t apprve r supprt a business relatinship between Magna and a related party, r a business in which yu knw yur related party has a significant interest. Yu als have a cnflict f interest if yu apprve r supprt a business relatinship with a third party in anticipatin f, r in exchange fr, a persnal benefit t a related party. Example: a Purchasing Manager apprves surcing frm a vendr with the understanding that the vendr will then hire his sister.

3 Outside Psitins Except in very limited circumstances authrized by Magna s Chief Cmpliance Officer, a Magna emplyee is prhibited frm hlding any paid r unpaid psitin with Magna s custmers, cmpetitrs r suppliers. Yu must disclse and btain prir written apprval pursuant t the Cnflicts f Interest Prcedure if yu hld an utside psitin r are engaged in any venture, including yur wn business, which causes yu t devte less than yur full time and attentin during wrking hurs t yur jb at Magna. Example: an engineer devtes substantial Magna wrk hurs t develping her independent cnsulting business. Use f Crprate Opprtunities and Resurces Yu have a cnflict f interest if yu use, either fr yurself r a related party, pprtunities that are discvered thrugh the use f Magna prperty r infrmatin r by virtue f yur psitin at Magna. It is als a cnflict f interest t use Magna prperty, infrmatin r yur psitin fr persnal gain r the benefit f a related party (nt including emplyee perks and benefits, r gifts and entertainment therwise cvered by Magna s Plicy n Gifts & Entertainment). In such circumstances, yu must disclse the cnflict and btain prir written apprval pursuant t the Cnflicts f Interest Prcedure. Example: a General Manager uses his Divisin s cafeteria t hst a family reunin. Disclsure If yu believe that yu may have an actual r apparent cnflict f interest, yu shuld reprt yur cncern at the earliest pprtunity using the methd described in the Cnflicts f Interest Prcedure. Depending n the circumstances, Magna may chse t apprve the transactin r relatinship giving rise t the cnflict if it determines that such apprval wuld be in Magna s best interest. Such apprval may require that apprpriate steps be taken, under the supervisin f clleagues withut a cnflict, t cunter any perceptin f cnflict r bias and ensure that the arrangement is in Magna s best interest. Vilatins Magna has n tlerance fr cmpliance vilatins. Any vilatin will be treated as a serius matter and will be sanctined with disciplinary actin up t and including terminatin f emplyment. If yu are aware r suspect that anyne is in vilatin f the Magna Cde f Cnduct and Ethics r this plicy, yu shuld reprt yur cncern by infrming (i) yur manager; (ii) a Grup, Reginal r Crprate lawyer; (iii) a Magna Cmpliance Officer; r (iv) Magna s Gd Business Line. Pursuant t the Plicy n Anti-Retaliatin, Magna will prtect emplyees frm being penalized, discharged, demted, suspended r discriminated against fr reprting in gd faith any vilatin f Magna s Cde f Cnduct and Ethics r this plicy. Helpful Tips ALWAYS Think abut whether yu have a persnal interest that affects the business decisins yu are making r the business recmmendatins yu are prviding t thers. If in dubt, speak t yur manager, a Grup, Reginal, r Crprate lawyer, r a Magna Cmpliance Officer. Cnsider hw a decisin yu are making wuld lk if it is later reprted n the frnt page f a newspaper. If the public wuld think persnal mtives were invlved, yu likely have a cnflict f interest. Disclse at the earliest pprtunity any situatin in which yur interests may cnflict with Magna s and seek prir written apprval. Reprt suspected vilatins f this plicy r the Cde f Cnduct and Ethics. NEVER Hld a secnd jb with a Magna supplier, custmer r cmpetitr withut the prir written apprval f Magna s Chief Cmpliance Officer. Such apprval will be granted nly in very limited circumstances. Enter int, r cause smene else t enter int, an agreement n Magna s behalf with a business in which yu, r a related party, has an interest withut fully disclsing the details f that interest and seeking prir written apprval pursuant t the Cnflicts f Interest Prcedure. Hire r cause smene else t hire a related party withut disclsing yur relatinship and btaining prir written apprval pursuant t the Cnflicts f Interest Prcedure.

4 Take n an utside respnsibility that will demand a significant prtin f yur time and attentin during Magna wrking hurs. Use fr persnal gain business pprtunities yu discver by virtue f yur psitin at Magna withut disclsing the cnflict and btaining prir written apprval pursuant t the Cnflicts f Interest Prcedure. FURTHER INFORMATION: Fr further infrmatin r advice, please cntact yur Grup r Reginal Legal Cunsel, a Magna Cmpliance Officer r Magna s Chief Cmpliance Officer. Effective: Nvember 1, 2016 Next Review: Nvember 1, 2018 Owner: Ethics & Legal Cmpliance

5 APPENDIX A: DEFINITIONS Management: the terms manage and management refer, withut limitatin, t hiring, supervising, being in a supervisr/subrdinate reprting relatinship with, r having the ability t materially influence the evaluatin f the pay r jb perfrmance f anther. Significant Interest: a persn hlds a significant interest in a business if he (i) directly r indirectly cntrls ten percent (10%) r mre f the stck, assets r ther interests f a business; (ii) has invested ten percent (10%) r mre f his net wrth in the business; (iii) has a leadership rle in the business; r (iv) wuld benefit directly frm the business relatinship with Magna.

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