Approval version G l o b a l P o l i c y : Issuer Author Approved by Board of Directors Group Legal Department Board of Directors Issue date July 01 2013 Revision history Publication via n/a BCnet Limitations and Disclaimers This policy is the Company s general guideline and management reserves the right to apply different terms, as determined in management s sole discretion. This policy can be changed at any time, with or without notice by the employer. Nothing in this policy shall apply to the extent it would be inconsistent with any applicable law 1/9
Table of Contents 1 Glossary and Terms... 3 2 Background / Purpose of the Policy... 3 3 Code of Conduct... 4 4 Scope and addressees of the Policy... 4 5 Reporting Procedures and Resolution of Reported Incidents... 4 5.1 How to report fraud... 4 5.2 BC Integrity Line... 5 5.3 Group Fraud Committee... 6 5.4 Disciplinary / civil action and prosecution... 6 6 Confidentiality... 7 7 Publication of Sanctions... 7 8 Protection of Whistleblowers... 7 9 Improving controls... 7 10 Creating Awareness... 8 11 Administration... 8 12 Issue and entry into force... 8 Appendix A: Examples of Common Methods and Types of Fraud... 8 2/9
1 Glossary and Terms Throughout this document, unless otherwise stated, the words in the first column below have the meanings stated opposite them in the second column: Barry Callebaut Fraud Corruption The Barry Callebaut group of companies. This includes divisions, subsidiaries, joint ventures or any other entities where Barry Callebaut exercises control. The use of deception with the intention of obtaining an improper advantage, avoiding an obligation or causing loss to another party. The term is used to describe acts such as bribery, forgery, extortion, corruption, theft, conspiracy, embezzlement, misappropriation, false interpretation, concealment of material facts and collusion; the definition of fraud encompasses any manipulation, omission or misrepresentation of financial results or financial reporting. For examples of fraud, please see Annex 1. Corrupt practices include, but are not limited to, the authorization of direct or indirect payments of money, goods or services of value to local government officials, political parties or political candidates, or their friends or relatives, for the purpose of influencing the acts or decisions of local officials. Corrupt practices also include offering or receiving any advantage to or from suppliers, customers, media or other private parties as an inducement to do something which is dishonest, illegal or a breach of trust, in the conduct of business. Giving or offering; obtaining or attempting to obtain any improper and/or unlawful benefits or advantages for oneself, the company or others from government Whistleblowing Raising a concern about wrongdoing occurring in an organization or body of people. The revealed misconduct may be classified in many ways; for example, a violation of a law, rule, regulation and/or a direct threat to public interest, such as fraud, health/safety violations, and corruption. Whistleblowers can be employees, suppliers, contractors, clients or any individual who somehow becomes aware of illegal activities taking place in a business. Policy This Fraud Response Policy 2 Background / Purpose of the Policy Barry Callebaut is committed to maintaining the highest standard of honesty, integrity and ethical conduct and expects all employees to show responsibility and good citizenship in business dealings, and to behave in ways that demonstrate our company values customer focus, entrepreneurship, team spirit, passion and integrity. The Barry Callebaut Code of Conduct reflects 3/9
these values, and Barry Callebaut has thus adopted this Policy to ensure consistent and effective reporting, investigation, disclosure of fraud and corruption incidents at Barry Callebaut. The purpose of this Policy is therefore to confirm that Barry Callebaut supports and fosters a culture of zero tolerance to fraud, corruption and theft in all of its activities. All fraud and corruption within Barry Callebaut will be investigated and followed up by the application of all remedies available within the full extent of the law. Employees who commit an act of fraud will be subject to disciplinary action, up to and including termination with cause. Where possible and practicable, Barry Callebaut will pursue full recovery of all losses resulting from an act of fraud. This Policy shall further provide guidance to Barry Callebaut employees on the procedures that must be followed when an act of fraud or corruption is suspected or detected. 3 Code of Conduct The Barry Callebaut Code of Conduct has the following elements: Obey the law; Respect others; Be fair; Be honest; Ensure product safety and quality; Protect the environment. Barry Callebaut expects its employees to raise their concerns if they are aware of or suspect wrongful acts in violation of the Barry Callebaut Code of Conduct. In such cases, employees should speak directly to the individual involved, or, if they are not comfortable doing so, they should contact their direct manager, local Human Resources or the Group Legal Department. Furthermore, Barry Callebaut maintains a web-based whistleblowing hotline where employees and other stakeholders can anonymously report non-compliance with company policies and fraud (see below 5.2). 4 Scope and addressees of the Policy This Policy applies to all attempts and incidents of fraud and corruption impacting or having the potential to impact Barry Callebaut. The Policy further applies to all Barry Callebaut employees and managers worldwide. 5 Reporting Procedures and Resolution of Reported Incidents 5.1 How to report fraud It is the responsibility of all employees of Barry Callebaut to immediately report all allegations or incidents of fraud and corruption to their immediate manager or, if the employee has reason to 4/9
believe that his/her immediate manager is involved, to the next level of management, local Human Resources or the Group Legal Department. Should employees wish to report allegations of fraud or corruption anonymously, they may report it via BC Integrity Line (see below Section 5.2). Information on how to report non-compliance with the Barry Callebaut Code of Conduct as well as other useful information on compliance matters can also be found on the Compliance Portal on BC Net. An employee who suspects dishonest or fraudulent activity, or a manager to whom such activity is reported should not attempt to: Personally conduct investigations or interviews/interrogations related to any suspected fraudulent act; or Contact the suspected individual in an effort to determine facts or demand restitution. It is the responsibility of the relevant managers to ensure that all incidents and allegations of fraud and corruption reported to them are reported immediately to the Group Legal Department. 5.2 BC Integrity Line Barry Callebaut offers a web-based platform to employees but also third parties (e.g. clients, suppliers, others) for the reporting of non-compliance at www.bcintegrity.com. Reports can also be filed via a telephone voice-mail system in the most important languages used in BC. The respective local toll-free numbers (where available) are available at www.bcintegrity.com but should also be displayed at a clearly visible and common place at each BC site. The hosting of the BC Integrity Line is outsourced to the Integrity Line GmbH (an independent company headquartered in Switzerland), ensuring that the filing reports cannot be traced by BC. It provides an opportunity to anyone wishing to report anonymously on unethical activities or dishonest behavior that affects Barry Callebaut 1. The responsibility for the intake and first high-level evaluation of reports filed via the BC Integrity Line is with the Head of the Group Legal Department. Depending on the nature of the nature and severity of the report the Head of the Group Legal Department shall evaluate the further processing of the report. In case of alleged or suspected fraud or corruption the case shall be referred to the Fraud Committee (see below Section 5.3). Newly employees shall be made aware of the existence of the whistleblowing hotline. The existence and use of the whistleblowing hotline shall be the subject of regular trainings at every BC site. 1 Due to some national regulations regarding the confidentiality of personal data, certain areas of the Code of Conduct (e.g. mobbing, sexual harassment, discrimination, etc.), however, do not permit reports to be sent across national borders. In these cases, employees should contact their local HR department. 5/9
5.3 Group Fraud Committee Every alleged or suspected case of fraud - unless obviously of insignificant nature or financial exposure - or corruption shall be reviewed by the Group Fraud Committee, consisting of the Chairman of the AFRQCC 2, the Head of the Group Legal Department, the Head of Internal Audit and the Head of Global HR. The Fraud Committee shall be chaired by Head of the Group Legal Department and supervised/sponsored by the Chairman of the AFRQCC. The Chairman of the AFRQCC shall be informed of any and all allegations of fraud within Barry Callebaut which are not of obviously insignificant nature. The Fraud Committee shall, depending on the nature of the suspected fraud or corruption and availability and expertise of internal resources, evaluate the nature and severity of the suspected fraud case and determine the investigation strategy, i.e. Steering Committee (as the case may be), the responsible case or investigation manager, the resources to be assigned to the case, the general investigation approach, the investigation budget as well as the investigation risk and appropriate mitigation measures. The Fraud Committee shall appoint external forensic experts in case the necessary resources or know-how should not be available within BC. As a general principle fraud investigations shall be executed or supervised by the Head of Internal Audit, in close cooperation with the Head of the Group Legal Department. For more complex investigations a Steering Committee comprising other functional or line management representatives shall supervise the investigation. Disputes regarding the conduct of an investigation as well as any other disputes within the Fraud Committee shall be escalated to and resolved by the Chairman of the AFRQCC. Great care must be taken in the investigation of suspected improprieties or wrongdoings so as to avoid mistaken accusations with malicious intent or alerting suspected individuals that an investigation is under way. The Fraud Committee shall regularly report the cases reported to it and the outcome of investigations to the AFRQCC. 5.4 Disciplinary / civil action and prosecution Any fraud committed by an employee of Barry Callebaut will be pursued by thorough investigation and to the full extent of the law, including: a. Taking disciplinary action within a reasonable period of time after the incident; and/or b. Instituting civil action; and/or c. Initiating criminal prosecution by reporting the matter to the police or any other relevant law enforcement agency; and/or d. Any other appropriate and legal remedy available. 2 AFRQCC = Audit, Finance, Risk, Quality and Compliance Committee of the Board of Directors of Barry Callebaut. 6/9
The judgment of senior management will be required to ensure that the economic and practical realities of taking the steps required above are adequately considered and applied appropriately in the particular circumstances. Any investigative activity required will be conducted without regard to the suspected wrongdoer s length of service, position/title or relationship to Barry Callebaut. Managers are also required to ensure that losses and damages suffered by Barry Callebaut as a result of all reported acts committed or omitted by an employee or any other person are recovered from such an employee or other person if he or she is found liable. 6 Confidentiality All information relating to fraud and corruption must be treated confidentially. The progression of investigations will be handled in a confidential manner and will not be disclosed or discussed with any person(s) other than those who have a legitimate right to such information. The opinion of the Head of the Group Legal Department will be sought in assessing this legitimate right in the event of a dispute. The reputations of suspected persons who are subsequently found innocent of wrongful conduct shall be protected. As the case may be, Barry Callebaut reserves the right to pass on any information to the proper law enforcement agency in order that such entity may determine whether criminal charges are warranted. 7 Publication of Sanctions The Head of the Group Legal Department will decide, in consultation with appropriate senior managers, whether any information relating to corrective actions taken or sanctions imposed, regarding incidents of fraud and corruption should be brought to the direct attention of any person or made public through any other means. 8 Protection of Whistleblowers Barry Callebaut encourages employees to raise serious concerns relating to specific matters (including fraud and corruption) without fear of victimization. No person shall suffer any penalty or retribution for good faith reporting of any suspected or actual incident of fraud or corruption. Employees or other parties are discouraged from making allegations, which are false and/or made with malicious intentions. Where such allegations are discovered, the person who made the allegations must be subjected to disciplinary or other appropriate action. 9 Improving controls In respect of all reported incidents of fraud and corruption, managers are required to immediately review, and where possible, improve the effectiveness of the controls which have been breached in order to prevent similar irregularities from taking place in future. The Head of the Group Legal Department together with Internal Audit, as the case may be, will assist in deciding, in consultation with appropriate senior managers, whether any information relating to control deficiencies should be brought to the direct attention of any other senior 7/9
member of management in an unaffected division, in order to assist all Group divisions to implement adequate preventative controls. The Head of the Group Legal Department together with Internal Audit will ensure that all identified control deficiencies are considered in future internal audits conducted within the affected business unit and similar businesses within the Group. 10 Creating Awareness It is the responsibility of all managers to ensure that all employees are made aware of and receive appropriate training and education with regard to this Policy, with support of the regional compliance contact persons. The Group Legal Department shall support the management with training materials. This Policy and background material regarding fraud and corruption is available via the Compliance Portal on BCnet: 11 Administration The custodian of this Policy is the Chairman of the AFRQCC. The Head of the Group Legal Department is responsible for the administration and revision of this Policy. This Policy will be reviewed annually and appropriate changes will be made should these be required. 12 Issue and entry into force This Policy has been issued by the Board of Directors on July 1 st, 2013 and enters into force as of the same date: Andreas Jacobs Chairman Roland Maurhofer General Counsel & Corporate Secretary 8/9
Appendix A: Examples of Common Methods and Types of Fraud Schemes Payment for work not performed. Forged endorsements. Altering amounts and details on documents. Collusive bidding. Overcharging. Writing off recoverable assets or debts. Unauthorized transactions. Selling information. Altering stock records. Altering sales records. Cheques made out to false persons. False persons on payroll. Theft of official purchasing authorities such as order books. Unrecorded transactions. Transactions (expenditures/receipts/deposits) recorded for incorrect sums. Cash stolen. Supplies not recorded at all. False official identification used. Damaging or destroying documentation. Using copies of records and receipts. Using imaging and desktop publishing technology to produce apparent original invoices. Charging incorrect amounts with amounts stolen. Delayed terminations from payroll. Bribes. Over claiming expenses. Skimming odd pence and rounding. Running a private business with official assets. Using facsimile signatures. False compensation and insurance claims. Misappropriation of discounts. Selling waste and scrap. Conflicts of interests / self-contracting. 9/9